Nice Pink Mother from Outer Space

by Scygnus

Rating: mature
Tags: Spike, Comedy, Sex, Slice of Life, Dark, Main 6, My Little Pony: Friendship is Magic
Length: 32701

Fluttershy vanishes as a mysterious tree appears in her yard, surrounded by timberwolves. After a tense week of waiting, the tree's biggest fruit, an absolutely enormous peach is finally ready to fall. What's inside will change Equestria forever.

Fluttershy vanishes as a mysterious tree appears in her yard, surrounded by timberwolves. After a tense week of waiting, the tree's biggest fruit, an absolutely enormous peach is finally ready to fall.

What's inside will change Equestria forever... maybe.

...Oh whatever, it's considerably more likely it will change very little besides the adult fruit market. It's clop, what do you want from me?

Spoiler line~

Please note: Dark tag is for chapter 1 only, and I'm not sure whether it's for Fluttershy or the Timberwolves. YOU DECIDE!

Not actually sure where I'm taking this (other than taking Fluttershy around the block) so tags are all very very tentative. Short version: Fluttershy gets banged by Timberwolves, becomes a dryad pony, and eventually converts the rest of her friends, more or less willingly. I can't help but add comedy into my stories, so there'll be some of that for certain. No guarantees you'll actually find it funny.

Fetishes will definitely include: Magical Aphrodisiacs, Doggy Dongs, Tentacles (including All-The-Way-Through) some Cumflation, Futa, Transformation, Anal (including some R63'd Gay Butt Stuff,) Not sure if timberwolves count as Bestiality with the eventual backstory but I'll mention it anyway. Or maybe I'll make Angel Bunny into a shrubbery. More to cum, added as the story progresses.

Published 2015-08-24 16:30:01 UTC
Last updated 2018-03-20 11:28:31 UTC

Prunus persica

Part of Twilight's mind knew she was dreaming. Even the Canterlot Archives paled next to this Library; none like it existed in the known world, especially considering the size on the map. Not to mention the traps and waterfalls and overall abandoned-temple feel. The part of her mind that knew carefully kept it from the rest because dreaming about a library that could've come right out of a Daring Do book was the most awesome dream ever. So what if her dream self was a male hairless monkey-child, and his crew was a harem of mostly Rainbow Dash-like individuals? The dream turned to nightmare as she had to carefully coach the... less mentally agile... monkeylettes in a language test from a stone golem without actually giving them the answer. She felt like facehoofing when the hammer finally came down, shattering the-

Twilight sat bolt upright in bed, ears still ringing from the hammerblow of her dream mingling with the explosion in her room. Blinking and preparing a defensive spell, she looked around the room for assailants... And noticed the streamers bedecking her bed, confetti still drifting down to her blanket.

"PINKIE! DO YOU KNOW WHAT TIME IT IS!?" Twilight yelled, continuing to search for the Pink-

"YES!" Pinkie leaned over from behind her... where there shouldn't have been room for anything past her headboard... and pressed their noses together, excited eyes locking on Twilight's befuddled frown, "It's time for the fruit to drop! You gotta come quick! Gotta get Rarity, bye!" Pinkie zipped out of the room in a pink blur, not unlike the brief period when she'd been Fili-second.

Twilight blinked.

"Oh!" Pinkie poked her head back in the room, "And it's five 'til noon! You needed to get up anyway sleepyhead!" And gone again.

Twilight blinked again. The Pink chose not to reappear in this universe... for now. Finally free to move again, her tired brain chugged sluggishly along, finally catching up to what Pinkie had said.

"THE FRUIT!" Twilight jumped out of bed, automagically running a comb through her mane to look at least a little presentable as she raced downstairs, "SPIKE!"

"The Princess awakens? Hark, what light through yonder window breaks! It is the sun! Surely it is not, or the Princess it would not be! Surely, one or the other must be mine mind playing tricks, but which?"

Twilight's glare could've leveled Canterhorn. With Shining Armor shielding it. Spike just smiled at her and turned to head to the kitchen, more than used to Twilight's reactions when awakened in a still sleep-deprived state. With a sigh - whether for the snark or how he'd butchered everything about his attempted reference, she couldn't decide - she followed him into the kitchen.

"Just grab some coffee and whatever we have to eat quickly, we may only have a few minutes to get to Fluttershy's."

"Fluttershy!?" Spike cried, "It's time!? Okay, gotta hurry, gotta hurry!" He turned left from the pantry door he'd been reaching for, putting a claw on the broom closet next to it and closing his eyes.

"Spike? What're you-" Twilight started to ask as he opened the door, only to cough when a hot, humid gust hit her right in the face.

"¿Tiene un bote de café?"

"Si señor. Dieciséis ponitas."

"¿Cuánto por siete tamales?"

"Veintiuno ponitas."

"Veintiocho bitos?"

"Gracias señor! Que tengas un buen día!"

"Gracias!"

Twilight stood there, eye twitching erratically, as Spike pulled a thermos and a paper bag out of... the broom closet... which was still gusting warm air... and then closed it, returning the blissful perfect coolness of her castle. Shaking her head rapidly and once again burying the memory of her castle displaying Discord/Pinkie-like tendencies to ignore logic, reason, and physics, Twilight took the thermos, the bag of tamales, six cups, a half-gallon of milk, the sugarpacket caddy, and Spike into her magic. With a noise like a hundred thousand people whispering 'wop,' they all disappeared from the room.

~~~

They reappeared in a flash, landing right on the picnic blanket set up perhaps ten yards from Fluttershy's... well, yard. Twilight carefully set down her breakfast and Spike, turning to Applejack and pointedly ignoring the startled growls of the timberwolves.

"Any changes?" She asked, pouring her cup of coffee while offering an empty cup to Applejack.

"Not really. The big peach is swayin' and twitchin', but no sign o' life otherwise." Applejack answered, taking the cup and accepting a fill-up while she took some sugar, "Thanks for lunch, sugarcube. Issat tamales I smell?"

"Yes. Spike was kind enough to get some for everypony." Twilight passed her one.

"Mrf mrf mrf mrf mrf?"

"No, I have no idea how Spike cooked the so fast or knew to have them ready!" Twilight exclaimed much too loudly, eye twitching as that one particular lock of her mane bent itself out of shape of its own volition. Applejack just raised an eyebrow, savoring the last of her snack before shaking her head at Twilight's denial.

"Anyway... the timberwolves are quieter than they have been even. I think they know it's going to happen soon too. Whatever it is."

They both turned their eyes to Fluttershy's yard. Only a week before, it was full of chirping birds and scampering critters; now it was populated by timberwolves. A pack a dozen strong, plus a goliath of a timberwolf like the one that had almost gotten Applejack before. They wouldn't let anyone near; the house looked abandoned, all the windows and doors open, debris in the doorway. Fluttershy hadn't been seen for a week. Ever since the Tree had shown up with its accompanying pack. Even on its first appearance the tree had been large, almost full grown, planted right in Fluttershy's yard like it had always been there.

Most notable, however, was the tree's familiar canary-yellow bark and pale pink leaves. Hoof-sized ripe peaches had grown from the branches over the course of the week, looking juicy and delicious. Then there was The Fruit. A single peach hanging from the largest branch, the tree bending slightly under the weight of the fruit that had now grown bigger than a pony. Applejack wasn't jealous. Much.

For a week they kept watch, one after another as Fluttershy failed to be found. By them, by the whole town, and by the Equestrian Military, none succeeded. It wasn't hard to draw the conclusion that the Tree, the timberwolves, and Fluttershy's disappearance were all connected. Any attempt to approach the Tree was met with aggression. Break up the timberwolves and they'd be back with a small army in seconds while the broken ones reassembled into more enormous ones behind you. But when they were ready to try something drastic, Pinkie noticed The Fruit. By then it had grown to the size of a foal, and they had decided to wait and see what it would do.

Now Twilight stared at the swaying peach, waiting, hoping, even praying to the Flying Spaghetti Monster, that when it plunged to the ground it would reveal Fluttershy, safe and sound. Somehow.

"I'm... here..." Rarity panted, slowing from a gallop to a trot as she approached the blanket. Spike poured her a cup of milk, which she gratefully took, cooling her parched throat, "How long?"

"Shouldn't be more than a few minutes!" Pinkie said excitedly, drawing Twilight and Applejack's gaze from Rarity back towards the tree, leaving the mystery of how she got past them unasked. AJ idly yoinked the coffee pot away from Pinkie's attempted grab.

"Where's Rainbow Dash?" Twilight asked, looking about worriedly.

'She's up there!' Pinkie mouthed, pointing up at... the only cloud in the sky, just above them, 'Waiting in ambush!' Pinkie continued with a wink.

"You think the timberwolves will attack us?" Twilight asked, looking over at the beasts, lying calmly around the tree in anticipation... while keeping at least one eye turned their direction at all times.

"No silly! But if Fluttershy comes out of the peach they might go after her; Rainbow wants diving speed to rescue her." Pinkie explained in a normal tone, completely at odds with her attempted secrecy from a moment ago.

Before Twilight could respond, a loud SNAP! echoed through the area, both sonically and magically, sending her to gasping at the strange feeling in her horn even as her eyes turned to the tree.

The peach struck the ground, compressing almost like a balloon for a moment before bouncing slightly (crookedly) onto its side and rolling a few feet before finally coming to a stop. They held their breaths as they stared at it, and then tensed, gasping in concern as one of the timberwolves approached it. It nuzzled the fuzz before carefully taking the side in its teeth, peeling away some of the skin. Now all the wolves were looking at the fruit, transfixed as the first one backed away. The peach rocked, trembling for a moment before a hoof thrust through the patch weakened by the timberwolf's bite. The rest of the skin cracked like an eggshell into shards, somehow suddenly hardened and falling away from the pony inside.

Before Twilight could even get a good look, a rainbow blur swept the pony away, beelining back for the castle. The timberwolves gave an aggressive bark, about to lunge into action... and then stopped, sitting back down and finally ignoring their watchers. Half the pack loped off into the woods while the other half, including the goliath, commenced to lounging around the tree peaceably.

"Right!" Twilight broke their stunned silence, "To the castle, girls!"

~~~

After a fifteen minute search, Pinkie was sent out to confirm... yes, a rainbow streak had entered one of the castle windows. It took them another fifteen minutes of wandering the castles winding, inconsistent corridors to actually find Rainbow Dash.

"H-hi guys!" Rainbow stuttered. Rarity, who'd opened the door, blinked in confusion. For some reason, Rainbow Dash was hiding behind a chair looking nervous, only the tips of her spread wings and her face visible. But Rarity was quickly distracted by the other pony in the room. It was Fluttershy. Only it wasn't.

Standing there, licking her lips, was a nymph of a pony; it shared Fluttershy's colors, and her features, only... moreso. Moreover, there appeared to be leaves and vines in her mane, tangled into it in such a way as to look natural, giving Rarity a dozen ideas for nature-themed outfits if she could only emulate that ability. As she moved, standing to approach the door, Rarity also couldn't help but note that Fluttershy's natural grace had become unnatural, sending her gliding across the floor like gravity was merely a curious affectation. And sending shivers down Rarity's spine at the surprising sensuality of the movements.

So distracted was the fashionista that she was surprised in full when Fluttershy wrapped her in a gentle hug. The familiarity was startling, the feel uniquely Fluttershy's, even as the differences registered. The coat was even softer, (Rarity wouldn't have believed it possible,) even while the press of their bodies was firmer. Further, she smelled absolutely lovely; the sweetest of chocolate and the most fragrant of roses couldn't compare, while at the same time... there was something primal and husky about it, like the scent in her bedroom after a good long session with Tom. Before Rarity could consider any of it, Fluttershy pulled away.

"I'm sorry I missed our spa date this week, Rarity. I was a little tied up." Fluttershy giggled, smiling cutely. For some reason, Rarity found herself very tempted to just lean forward and kiss the criminally adorable pegasus breathless. She shook her head vigorously to dispel the thought.

"Oh no darling, it's no trouble at all!" Rarity shook her head again, wondering what was happening with her mind, "No no no, that's not... we were so worried about you, Fluttershy! What happened? Are you feeling alright?"

"Mmmm~" Fluttershy hummed, making Rarity force back the urge to do more than just kiss her, "I feel better than ever, Rarity. So good, in fact, that I want to show all of you exactly how I feel."

A shiver ran up the unicorn's spine, the sultry tone and dark implications leaving her conflicted over whether to scream for help or roll over and beg.

"There y'all are! Did ya forget yer supposed to call out when you find 'em, Rarity? For that matter, what's with the hide 'n seek, Dash?"

Rarity gave a sigh of relief. Saved by Applejack!

"We're sorry, Applejack. Rainbow and I just had so much to talk about we lost track of time!" Fluttershy answered, "I know you're all curious, so why don't we meet in the dining room?"

"Sounds good to me. HEY EVERYPONY, I FOUND 'EM! MEETIN' IN THE DINING ROOM!" Applejack shouted, waving for the three of them to follow her. Rarity accelerated past Applejack as they began walking, almost seeming frightened, while Dash gingerly trailed behind, careful to stay in the back for once. AJ looked back at her usual rival, raising a curious eyebrow; it only caused Dash to trot a little slower, looking more and more uncomfortable by the second, practically sweating bullets.

"Where'd Fluttershy go?" AJ asked, looking around curiously... but not failing to notice Rainbow's sigh of relief.

"I dunno. She was right behind me?" Dash turned to look with just her neck. Nope, no Fluttershy.

"In here everypony!" Fluttershy called.

"How the hay did she get in front of us?" AJ asked as she entered the dining room, finding Fluttershy sitting there munching her snack and thanking Spike like she'd been there the whole time. Rarity had already entered, taking a seat almost but not quite directly across from Fluttershy, like she was using the table as a shield and didn't want to look her in the eyes, "Y'allright Rarity? You look more spooked than debutante in a dildo factory."

Everypony (and dragon) just stopped what they were doing for a second to stare at Applejack, who just looked back blankly.

"I swear your countryisms get more incoherent every day, Applejack." Rarity finally replied.

"Yeah. You can say that again. You aren't growing something you shouldn't be out on the farm, are you Applejack?" Rainbow elbowed her teasingly, "And if you are, why aren't you sharing?"

"Aw hush!" AJ elbowed her back hard enough to knock her over, sending her giggling, and took a seat. Rainbow followed (still careful about which way she was pointing for some reason) and soon the others filtered in as well, each taking a seat while looking curiously at the almost-seemingly-normal Fluttershy. She blushed a bit under the attention and sipped at her milk before straightening to speak.

"I guess I owe all of you an explanation. Well, you see, I was walking back from Hummungus' cave-"

"Hummungus?" Twilight blinked.

"Oh, he's an old grizzly bear. He's really big and old and cranky and all scarred up but he has the most interesting stories-" Applejack cleared her throat, making Fluttershy blush again, "Anyway... I was walking back home through the Everfree when..."

~~~

Fluttershy shivered, almost crawling along the ground. She'd seen green eyes in the trees, and heard the rustling of leaves. Timberwolves. They were surrounding her, closing the noose... she'd tried to run once, only to have one snap out from under a bush, driving her back into the circle. They were pacing her now, slowly, letting themselves be seen a little more every second through the trees. Soon they'd be in plain sight. She couldn't run away.

"Oh Fluttershy, you are such a silly pony..." She chided herself, looking at the opening in the trees above. She absolutely hated flying out of danger. It seemed more dangerous than running. You were so exposed up there, an easy target, as she'd found out from a bully with a slingshot in Flight Camp. The ink over her cutie mark had taken days to wash off! But now she had to. Timberwolves couldn't fly. It was her only avenue of escape. So she lifted her wings, she flapped for her life, she rose rapidly off the ground a good five feet-

And then a timberwolf slammed her to the ground, making her cry out in pain and shock. It recovered quickly, planting its forepaws on her wings and its teeth around her neck.

Fluttershy froze. That was it. She was dead. It would kill her and the pack would eat her and nopony would know what happened and all her animals would starve and she would never see her friends again and...

Tears fell from her eyes, soaking into the uncaring Everfree soil while she sobbed as quietly as she could with the teeth around her neck, restraining her quaking as much as she could while she watched the other timberwolves pad out of the foliage. One of them leaned down to sniff her face. Was it going to bite her face? Were they going to prolong her suffering by taking bits out instead of severing her throat for a relatively painless death? Afraid the answer was 'yes,' Fluttershy clenched her eyes shut, shaking all the harder, waiting for it to-

Lick her face with a leafy tongue?

Now confused, Fluttershy opened her eyes, looking up at the timberwolf's terrifying visage as it licked away her tears.

"Um, hello? What are you doing?" She asked, trying to communicate with it just like any other animal, hoping against hope that it would work. But, her tears dried, the wolf ignored her, stepping back to sit down, revealing its-!

"Ummmmmm..." Fluttershy turned bright red, eyes as wide as dinner plates*, helplessly staring at the sight before her. It was big. It was long. It was dripping something that looked like sap, glowing the same green as the beasts' eyes. It was made of wood. But it was unmistakably... oh, she couldn't even think it! The attempt made her close her eyes, and she took advantage of getting... it... out of her vision to turn her eyes aside from it, looking at something, anything-

Oh no. Oh no oh no oh no oh my oh-!

All the timberwolves were... out. Waving, bobbing, bouncing, throbbing, drooling, juicy~

Fluttershy shook her head. Where had THAT thought come from? It wasn't anywhere near heat season, it was almost fall even! And that was the only time she wasn't absolutely terrified of... things! Just incredibly frightened! And now she was surrounded by them! There was no escape! She wasn't sure if it was better or worse than being eaten!

The one in front of her calmly stood up, took two steps forward, and sat back down, leveling its dripping... thing... right at her face. Fluttershy turned her head away, whimpering, and the wolf on her back growled into her neck. Her face snapped back to front, her body freezing in fear that it was time to chomp down now, despite what she'd discerned of their actual intentions. Instead of the pain of tearing flesh, she felt something hard poke her rump, and gasped in surprise, sucking in a lungful of air. The smell of timberwolf juice dove straight into her lungs, the heady pheromones traveling down her neurochemical pathways in seconds, ignoring all the restrictions nonmagical chemicals might face. By the time she took a second breath of the heady, delicious-smelling air, the first had hit the parts of her brain that said 'relax' and 'this feels good.'

Her eyes half-lidded, Fluttershy sniffed furiously, mumbling and wiggling, ignoring the growls of the timberwolf at her throat. The smell was more important. It was everything in her tiny world and all she wished was that it would move forward just a few inches so she could wrap her lips around that huge dripping COCK waving teasingly in her face and lick it and taste it and drink every last drop of its dirty monster cum! After watching her stick her tongue out, trying to reach the tip, it finally did!

With a moan of delight, Fluttershy attacked the smooth wooden dick with a vengeance, licking it, sucking it, drinking the wolf's pre-cum out like it was the most delicious smoothie in the world. The hard thing poked her bottom again, smearing goo against her flank and across her butthole, feeling like it had seared her with a pleasurable fire. She wiggled her bottom, her addled mind recalling how much trouble dogs had getting it in when she watched them and rubbed herself until they knotted their bitch and filled her belly with puppies, cumming while she wished someone would fill her with foals like that. The timberwolf behind her kept thrusting, its lack of coordination bringing out a frustrated grunt around the cock in her mouth as it seared her behind over and over again, but never lighting the place she wanted it to.

She. Wanted. Those. PUPPIES!

A scream of frustration and Fluttershy snapped her wings free, slapping her captor in the face and forcing him to release her neck and rear back. A wing-placement so precise it would've made Rainbow Dash proud led its weight right back down, timberwolf dick slamming right into her pussy and tearing her maidenhead asunder as it sunk all the way into her dripping snatch on the first thrust. The pain was swept away by the pleasure as Fluttershy exploded, a shrill scream escaping her mouth, vibrating the cock in it and sending her feeder into convulsions, filling Fluttershy's mouth with sticky delicious green timberwolf goop. Barely conscious of her actions, Fluttershy dived further onto her meal, pulling the wolf on top of her forward, unable to resist the tight grip of her orgasm as she slid her lips down until they touched the timberwolf's swollen knot. The knowledge that timberwolves had knots, after all her doggy fantasies, sent her right into a second orgasm, sucking and sucking until the timberwolf had no more fluid to give. She ignored the husk as it tumbled over, the dead sticks falling apart as they hit the ground, the wolf shattered and dead. Her mouth now free, she screamed her pleasure to the heavens, forcing herself back and feeling... yes, there was the knot! It was starting to grow! Before it could get too big to get in, she forced herself back over it, thrusting shallowly as it grew bigger and bigger. Another wolf stepped in front of her, presenting its dripping stick, and she took it all the way to the balls without even slowing down, whimpering as her pussy was stretched and stretched. Finally, after almost a minute of sucking and shallow thrusting, the knot stopped growing. She was well and truly stuck! Before she could begin moving harder though, the timberwolf in her dripping cunt rallied and slammed its paws onto her back, right at the base of her wings. Crying in pleasure, muffled by her lips pressing against a throbbing knot, Fluttershy was helpless as the wolf took the initiative and began really pounding her!

It thrust rapidly, like the dogs she had seen, but the stroke felt much, much longer, sending her burning pussy to heaven, the knot pressing out on every withdrawal, teasing her winking clit into orgasm after orgasm! The timberwolf in front of her finished cumming and fell over dead like the last, only to have another take its place in her greedy mouth. The dick in her pussy felt strange now; the knot was still hard, still pounding in and out, but inside, the shaft had softened and began moving, sliding further and further in, spurting its precum all over her insides, rubbing it in back and forth as the wolf continued thrusting. Finally it touched something, ran into a barrier... not hard, just touching it with the tip, leaving the lovely burning** liquid in tiny splotches each and every time! The timberwolf before her fell again, just as the one behind her gave an especially hard thrust and HOOOOOOOOOOOOOOOOOOOOOOOWLED!

The tip sprayed against her final barrier, wriggled and shoved and filled her with burning jizz, pressing harder and harder against the barrier... and then Fluttershy felt something with her loosen and it was through! Her eyes rolled back in her head and she howled with the wolf as it filled her womb. It filled her with the glowing green semen, it kept extending, twisting, writhing, filling her with itself! It anchored in her pussy, a solid mass extending all the way back to the knot just at her entrance, sending her into orgasm after orgasm until she felt like she would pass out! But she didn't, and it just. Kept, GOING!

Eventually, she realized her wings were flapping. At some point, they'd lifted her into the air, and now she was flying along slowly, spraying the forest floor with her marecum over and over while the timberwolf pack ranged out around her... not herding her. Protecting her. Taking her wherever it was she was going. Her coherence slipped again, the white noise of orgasm blotting out her thoughts until she awoke once more in a familiar place.

Her own front yard.

The pleasure had slowed now, but not gone away. It was waiting, expecting her to do something, as were the timberwolves sitting patiently in a circle around her. She let herself drift to the ground, pausing to cum again as she touched down, a spike of pleasure telling her that was the right thing to do. She could barely think through the haze, but she thought maybe if down was good, further down was better? So she sat down.

Fluttershy clamped her mouth down, biting her lip enough to make it bleed, not wanting any other ponies to hear her and come even in her fugue of lust. The pleasure had returned, and more, but the unfamiliarity of it rocked her mind. She could actually feel the tendrils coming off the knot... where had the wolf it was attached to gone? It didn't matter. The tendrils had come out, slid around her pussy slid over her clitoris and butt, and then finally found their target; the soil. She grunted and moaned as quietly as she could, feeling them penetrating the dirt, growing, breaking up the rocks in their way, sinking deeper and deeper into the earth. One came back up, sliding itself into her asshole. Fluttershy never even imagined that kind of sex, but her eyes crossed once more, feeling only pleasure as it plundered her rear hole, sliding deeper and deeper, rubbing against the still-wriggling form in her womb, digging against it almost like they were playing, setting off a deranged giggle in their host. While the other roots grew deeper and outward, this one grew up, up, through her body, wiggling around and around until it slid into her stomach, still heavy with timberwolf cum, and then through, into her throat. And then out her mouth, sending her into another moan at the taste as it rose into the air, going and going, twisting and turning until there was no way she could even fly off without ripping herself apart.

That didn't occur to her though. The hard shaft spearing her body, feeling it in her and feeling herself around it had sent her to the place where she could only feel pleasure again, barely twitching as the tendril extended again, this time from the bottom, forming a seat for her butt and lifting her until her hooves left the ground, suspended a few feet off of it. Unseeing eyes looked out of an over-pleasured face, barely able to perceive the bark climbing out of the ground, the roots finding air again and lifting up, up, curling around her, covering her, enclosing her, protecting her, and then her eyes closed and she knew nothing more but dreams.

A circle of timberwolves howled to the full moon, paying tribute as the tree in Fluttershy's yard grew big, old, and hardy even while still appearing fragile, much like the mare contained within it. It sprouted branches and leaves, peach blossoms budding but hiding their faces to wait for the morning.

Tonight, a new Master had been born, and the wolves rejoiced.

Author's Note

* With ponies, this is not necessarily an exaggeration
** Moe! Moe! (Anime pun... I'll show myself out)

So. Just the introductory part, Flutters getting turned into a tree, etc. Reactions and some exposition next time, if the stars don't all burn out before I get done procrastinating anyway.

Oh, and I only got limited help with the Spanish bit, feel free to help me smooth it out if you feel your eyes burning and want to prevent other cases or anything.

Explicatio

There was a deep silence around the table. You could've heard an overused expression cry out in protest.

"Nggah!"

Or a shot of dragon jizz splatting against the bottom of the table.

"SPIKE!" Twilight yelled, "Don't do that in public! Why are you still in here!?"

"Haaaaah... Well, you sort of forgot to kick me out." Spike explained, slumping back on his cushion with a happy sigh, "And I couldn't help it; that was hot."

The room could've been mistaken for a tamato plantation at that point, other than the satisfied dragon and the serene storyteller. The reddened faces watched as said storyteller got up, walked around to Spike, and looked down at him, expression never changing.

"Ummm..." Spike muttered nervously, "Sorry Fluttershy? You didn't have to be that detailed..."

She just smiled at him, reached a hoof down... and collected some of his spunk from under the table. Lifting it to her mouth, she never broke eye contact with him as her tongue dipped down and sensually licked it off. Spike stared for a second, and then glanced at his caretaker... yep, that twitching eyebrow was as good as the ticking of a bomb, abandon ship!

"Okaygoingnow,thanksforthestoryFluttershy.I'llbeinmybunk!" A green and purple blur raced out of the room as though his life depended on it. Fluttershy strutted back over to her seat, sat back down, and cleaned her hoof of the rest... by scraping it off into her teacup, tea and semen having come from the same source. She took a drink and mumbled happily at the taste, eyes traveling over the cup to meet those of her friends. Except Rarity. She set her cup down and cleared her throat.

"If Rarity can stop drooling over Spike's Double Dragons..." Fluttershy started, making the fashionista snap her head around as though burned, then wither under Twilight's glare for a moment before waving at Fluttershy for a distrac- the rest of the story.

"Anyway. There's not much else to tell. While I was growing, I dreamed things. Memories, I think. I can't recall all of them, but I know a few things about what happened to me. I've only had a few minutes to myself since I woke up, so I haven't been able to organize it really. And most of my attention has been taken up by bending Dash over and licking her asshole almost to orgasm and teasing Rarity, plus making you all squirm in your seats trying to do the same thing as Spike did without letting each-other know." Only during Discord's rampage had such a wolfish grin graced Fluttershy's face. Dash squeaked and tried to hide under the table, only to run into more than one hindleg kicking her away from damp nethers until she gave up and hid her head under her cushion instead.

"WELL!" Twilight finally shouted after almost a full minute of awkward silence, "Maybe if we ask you some questions it'll jog your memory a bit!?"

There were murmurs of agreement as all the mares carefully didn't look at one another while they tried to stop ruining Twilight's cushions.* The awkward silence continued for another minute, finally resulting in a number of unspoken conversations mostly consisting of attempted telepathy amounting to the words: "You ask something first!"

"Why are you acting so different? Are you really Fluttershy?" Rarity finally managed to put her greatest concern forward.

"Hm. Am I? I think I am, but it wouldn't be too farfetched to say Fluttershy is gone and I'm someone else. But I think I'm Fluttershy. It's just..." Fluttershy squinted, her eyes flicking back and forth, "I think it's this body. It's so full of powerful hormones, so sensitive and constantly aroused. It's just what came out, and I think... I think it was intentional." The others looked on curiously, Dash peeking out of her cushion in concern for her friend.

"Whose intent? And why?" Twilight asked firmly, seeking the identity and motive of whoever it was that had sent the timberwolves to do this to her friend... however much said friend didn't seem to mind.

"I'm not sure who. I have a vague image of an enormous tree, but it's even more indistinct than the other bits." Fluttershy says, sighing, "I feel like I should know them... her. Like I should love her like a mother."

"Why would a motherly figure change your body to make you aggressively aroused?" Twilight asked.

"My body?" Fluttershy looked up and blinked.

"Yeah, that thing sittin' at that table there." Applejack managed to add.

"Oh, um, hahahaha!" Fluttershy giggled demurely, causing a wave of confused expressions to make its way around the table. Except the until-now quiet Pinkie, who giggled with her. Because Pinkie. "You thought... oh my~" Fluttershy's giggles trailed off only slowly, the looks of confusion turning somewhat frustrated, Dash even re-taking her seat (and ignoring AJ's raised eyebrow and smirk.)

"But Applejack, my body isn't sitting at the table." Fluttershy finally clarified, still smiling and amused.

"Oooh, are you a ghost?" Pinkie asked, seeming to have finally recovered from the innuendo in the room.. and attempting to pass a hoof through Fluttershy's shoulder, which failed.

"No, Pinkie." Fluttershy answered, somewhat slyly.

"A spirit? A projection? An illusion?" Three more pokes, the first two making Fluttershy giggle, but the last drawing a moan, turning Pinkie back to a blushing statue.

"Sorry Pinkie, none of those. And don't touch me unless you mean it~" Fluttershy told her, "I might just take it as an invitation." Fluttershy licked her lips at the party pony, "You have no idea how many erogenous zones this body has, or where."

"So, if you ain't here, where are ya, and what're we looking at?" AJ finally asked, breaking the stare off between the embarrassed Pinkie and lusty Fluttershy.

"I'm still in my yard." Fluttershy replied, turning her gaze to Applejack's, "I can feel the cool breeze through my branches, the warm sun on my leaves. It's really lovely, almost just like I always imagined it." Fluttershy cooed to herself.

"Your body is still in the tree?" Rarity managed to ask, "That's why you said you might be considered..." she trailed off.

"It'd be more accurate to say I am the tree. As long as the tree lives, so will I. And I think... that might be a very very long time." Fluttershy stared straight into Twilight's eyes as she said this, a silent message passing to the alicorn with Fluttershy's gentle smile. At that moment, Twilight knew in her heart that this wasn't a phantom, or a puppet, or a trick. It was her friend.

"But then what is this?" Dash gestured to the Fluttershy sitting at the table.

"This is a... a sort of puppet. I can make more, as many as I have the magical energy to sustain. I don't think I can control more than one at a time, but putting one to sleep while controlling another shouldn't be too difficult. It's all plant matter, so I think it's a little less durable than a normal pony, but other than the pain and a nasty shock, I don't think anything will happen to me if one of them 'dies' even if it's blown into a million pieces." Fluttershy explained. Everypony grimaced at the grim explanation.

"So, um... you didn't answer my question. Why would... whatever intended this to happen decide to make you all randy?" Twilight said.

"Oh, right! Well, from what I remember, all the dryads died-"

"Dryads?" Twilight asked, "You're a dryad?"

"Yes. Something happened and they all passed away. The last one, I think, did something to their servants and guardians, to carry on their race somehow." Fluttershy sipped her salty tea, "Thus, me. And now, this body is making me want to make more dryads. I hope you'll all consider joining me." Fluttershy smiled predatorily, sliding back from the table and letting a smooth, pointed wooden shaft oozing green out from under the table.

The other mares stared, breathless, at it, and began rubbing against their silk cushions again, helplessly aroused at the mere sight of it. With another smile, Fluttershy put it back under the table and continued sipping her tea calmly.

"Fuck it." Dash declared, rubbing herself furiously against the cushion, letting out a loud moan, and then a stuttering gasp, hips jerking wildly only after a few thrusts and then slowing as she brought herself down. As she reopened her eyes, Fluttershy's gaze met hers, and Dash whimpered, beginning to grind again, only more slowly. Fluttershy smiled a little more, and looked around the table at the others, inviting them to do the same. None took her up on it, gulping nervously but holding to their resistance.

"But not right now. The seeds put off amazing amounts of aphrodisiac, and you're all horny enough all I'd have to do is stand in the middle of the room and you'd be fighting over who I got to mount it first. If I stay in her much longer, you might start doing it anyway. After you've had a few hours to get it out of your system, you can decide for real with a clear head. And then I'll mount you. Knot you. Make you like me. If I'm remembering right though, it may not just be this body. I think dryads are very... sexual creatures. Twilight, when you can think to come up with more questions, come to my cottage to ask; my timberwolves will let ponies through now as long as they don't have an axe or fire. Rainbow Dash, my oldest friend..." Fluttershy winked at her, "If you still want to when you're done masturbating, you're first in line."

With another wolfish grin to the room, Fluttershy strutted out.

"CUPCAKES!" Pinkie was the first to break the quiet... and everypony's thoughts of following Fluttershy or beginning an orgy. A pink blur streaked out of the room.

"I got some work on the farm to do!" Applejack followed at a quick but less-blurry pace.

"I do believe I have a dress order to fill!" Rarity excused herself.

Twilight and Rainbow Dash stared at each-other.

"I'm gonna go clop myself raw." Rainbow Dash finally announced.

"Me too." Twilight admitted.

"Can I keep this cushion? I kinda like it." Dash asked.

"You already ruined it, so... yeah, go ahead." Twilight allowed.

"Sweet!" Dash took the window out.

Twilight just sat there for a minute, then got up, carrying her thousand yard stare to the door, opening it to-

Twilight slammed the door immediately, pressing her back against it to hold it shut, telling herself she hadn't just seen an orgy through the door and that couldn't possibly have been Celestia in the middle of it. Her mane was all wrong anyway. She cautiously pressed an ear against the door... nothing. Carefully, she opened it to find... her hallway. With a sigh, she trotted toward her room. Quickly, so as not to follow Spike and Dash's examples of clopping in the semi-public areas. While pondering if she should have all of the castle's doors removed. She was going to need the Princess Pleaser tonight.

~~ The Next Day, in the early afternoon ~~

"Um, Twilight? Why are you wearing a gas mask?"

Twilight blinked, turning to see... Fluttershy. Not the sexy vixen from before, but the shy pegasus she hadn't seen in over a week. Twilight hugged her, just on reflex, and she returned it. Normally. No wandering hooves. Not that Twilight was wanting any, of course. Ahem.

"I'd like to take a few samples, if that's alright with you, and I didn't want to catch any, well... you said Rainbow was going first, and I'd like to study the effects up close, if that's alright, before I decide whether to agree or not." Twilight explained, "But that might not even be a problem. A new you?"

"I was just a little too horny to concentrate in the other body. It's using my bed right now, so you can take the mask off. Um, if you want." Fluttershy replied.

"You seem a bit more normal overall. No offense." Twilight cast a spell, reading the air. She moved her horn about a bit, and frowned, "It seems your tree is putting off a little on its own. But not enough to have any real effect." Twilight popped a strap loose, levitating the mask to her saddlebag and taking a breath of fresh air.

"That's probably just the dust off the fruit." Fluttershy explained.

"The fruit? It has aphrodisiac too?"

"Yes. I think all dryad's production... fruit, flowers, nuts... all have strong aphrodisiacs in them. But every dryad's fruit is different. They produce different magical effects, I think." Fluttershy blushed, "I think from my reaction to Rainbow yesterday, mine might have something to do with, um... butts."

"Peaches... yeah, that sounds kinda right. Do you mind if I take one? And maybe a small branch with some leaves on it? A root sample? I don't think I'll take a core sample, that's a bit too dangerous." Twilight asked, eyeing the timberwolves as warily as they eyed her, approaching the tree... Fluttershy... proper.

"Applejack would know more about what's safe than I would." Fluttershy mumbled.

"Hehehe, Applejack might end up our go-to doctor if we do this." Twilight mused, looking about for a branch. Finding one, she quickly flapped her way up to it, pulling a small saw out of her bags and setting it to the limb. It only took one draw to separate it, and Twilight stowed it in her bag, glancing down at Fluttershy and finally noticing her wincing like she'd been struck by a sudden migrane.

"Oh my goodness, Fluttershy! Did that hurt? I'm sorry!" Twilight came down, looming over her friend in concern.

"It's fine, it just, hss! Stings a little." Fluttershy put a wing over her head, trying to calm the pain.

"Here, maybe this will help." Twilight flew back up, withdrawing a spray can from her saddlebag and liberally applying it to the area where she'd removed the branch before looking back down at Fluttershy.

"That... that feels much better! What is that, Twilight?"

"It's a type of plant sealant. They use it when they're taking samples of trees to ensure the barkless spot doesn't get infected or infested with bugs. I guess it's a pain reliever too, who knew!" Twilight cheered, "Is the pain all gone, Fluttershy?"

"Yes, I'm just fine." Fluttershy answered, "Taking the fruit should be fine as long as its ripe."

"Got it." Twilight flew up to the fruit-bearing branches, carefully setting down right in front of a ripe peach, "You know, these look delicious. I think they're a little fuzzier than a normal peach though." Twilight reached up, rubbing a hoof over its surface. A sharp hiss from the ground drew her attention, and she looked back down to see Fluttershy wincing again.

"Oh no! I'm so sorry! You said it wouldn't hurt so I just thought..."

"Oh that's not pain." Fluttershy mumbled, regaining her composure besides a rosy blush. Twilight blinked. Lifted a hoof. Slid it over the peach's skin again. Fluttershy bit her lip, panting, hips squirming against the ground. And a sly smirk spread across Twilight's muzzle. This time a feather ran teasingly through the peach's fuzz, sending Fluttershy to her foreknees, rump raised and tail thrust aside for a stallion that wasn't there. Biting her lip and leaking her juices onto the branch she was sitting on, Twilight did it again... only this time, Fluttershy lifted her eyes to meet Twilight's locking her in a full-fledged Stare even while her hips thrust and jiggled, begging for attention.

"I've just remembered something else Twilight. Touching a dryad's fruit... or eating it... without pulling it off first is terribly arousing, but never satisfying. Touch that peach one more time other than to pull it off, and I will jump to the other body and pin you to the ground and pound you until you've got leaves coming out of your ears, do you understand!?"

Twilight gulped, firming her leading primary flight feather into a sharp edge and quickly slicing the stem, dropping the fruit into her outstretched hoof and watching for any sign of the Fluttershy below her switching off. After a second, Fluttershy regained her wits and stood up, though her tail was still raised in arousal. Twilight quickly dropped off the tree, strapping her mask on as she went... just in case.

"Sorry Fluttershy. I think your fruit were affecting me more than I thought." Twilight apologized.

"It's fine. But you really don't know how it feels to be a dryad. Do. Not. Tease. Me. Unless. You. Mean. It. Okay?" Fluttershy asked.

"Of course Fluttershy. I shouldn't have done it in the first place. If I decide to join you, I'll come back and tease you when I do mean it, okay?" Twilight smiled at her, but only received a growl in response, "Oh, right, that was teasing too, sorry, hehe... Well... I should be off. Back to the castle to analyze these."

"I'll see you later, Twilight. Just don't-"

"FLUTTERSHY!" A voice wailed pitifully as its owner sailed gingerly down out of the sky, stumbling to a stop on the ground.

Rainbow Dash was a complete mess. Coat matted, mane even wilder than usual, patches of poorly dried hair everywhere. And, of course, the insides of her hindlegs and most of her tail was completely soaked with the pegasus' unique aromatic discharge, speaking of a long night of clopping herself probably very raw indeed. Her whole body trembled, but none more than her feathers and hindlegs, and her eyes were wild with lust.

"I know you said to get un-horny and think about it, but I can't! Every time I think about it I get horny again and the I clop and I finish and then I try to think about it and get horny again! Please please please please~!"

"Just do me!"**

Author's Note

*TOO LATE!
**You know, now I kind of want to include a filk of "Grow for me" here. Maybe in an omake.

EDIT: Never mind, you can find the omake here: "Just do me!"

By the by, I don't have an editor, so if you see any stupid mistakes, feel free to point them out.

Pupillam Fulgur

"Well, if you insist." Fluttershy mumbles in her usual demure manner, "Here." A few peaches drop from the tree, right onto Fluttershy's waiting wings and then into an indent in her roots, "The more dryad magic you have in you, the quicker you'll grow big enough to come back out again. If you eat at least three, it should only be a day or two instead of a week." Fluttershy glances over at Twilight, who had withdrawn a notepad and begun scribbling, and then turns toward her house.

"I'm going to leave this me upstairs, the other me will be right back." Fluttershy trotted off, "Remember, at least three."

Rainbow had bitten into the first before she stopped speaking, her moan at the taste stopping her from gobbling them all at once as she'd intended. The juice runs down her face for a moment before she slurps it up and slowly savors the rest of the peach, a little at a time.

"That good, Rainbow?" Twilight asks from the safety of her mask.

"Ohhhh yeah. These are delicious." She glanced at Twilight and snickered, "Miss biohazard."

"Just eat your fruit Rainbow. And tell me how you feel."

"What I feel is fucking horny. It's getting worse, but after spending most of the day clopping I think I'm not feeling it as much." Rainbow picked up a second one and bit into it, speaking as she chewed, "An' my butt feelsh all tingly for shome reashon."

"Try swallowing before you talk, Dash." Twilight scolded.

"That's what she said!"

"Uuuuuuugh."

"But seriously, we need to get Pinkie to make pies with these things. They're really awesome." Rainbow finished the second peach as soon as she was done commenting. She was reaching for a third when she suddenly stopped, wings snapping open out of her control. "Oh no. No no no no no-!"

"What's the matter Dash, is it doing something else? Does it hurt? Do I need to get you to the hospital? Cast a dispel on you?" Twilight panicked, tensing to rush to her friend just in case.

"No. No. It's not... it's not that. I don't... I can't..." Frustrated tears fell from Rainbow's eyes as her tail involuntarily lifted, her forelegs bending to put her into a presenting position almost against her will as she locked eyes with the last peach, "I gotta eat the last one but I can't, I can resist for now, but if that last ones does what I think I won't be able to and then I'll..."

"Then you'll what? You'll what, Rainbow?" Twilight stood, hesitantly approaching her friend.

"Submit." Both sets of eyes snapped to the sexy, randy version of Fluttershy, and a moan rang out from Rainbow as she fell entirely onto her face, hips thrusting against the air, "When I licked Rainbow's ass yesterday, she promised me all kinds of things if I'd just keep doing it." Noting Rainbow's eyes clenched shut, Fluttershy moved over to her, leaning her face in close and giving her friend a kiss on the cheek.

"It's okay, Rainbow. Tell me why this scares you." Fluttershy whispered gently into her ear. Rainbow didn't answer, still panting and clenching her eyes shut. "Is it your reputation for being a tough, take-charge pony? Or are you just scared of giving all of yourself to someone else?" Rainbow nodded to the second, a whine coming from deep in her throat.

"It's okay Rainbow. It's fine. You knew what was going to happen here, didn't you?" Another nod, "You knew I was going to go right for your ass again. Make you love it. Make you mine. Didn't you?" Fluttershy received another whine in answer, Rainbows hips thrusting of their own volition against the breeze. "Do you trust me, Rainbow Dash? Do you think I'd ever hurt you while you can't resist? Make you promise things you would hate yourself for later?"

Rainbow let her eyes open, looking up at Fluttershy, and slowly shook her head.

"Then will you eat your last peach? You'll enjoy this ever so much more if you do." A yellow wing lifted the peach to Rainbow's mouth. Hesitantly, she bit into it, moaning at the flavor, moaning in lust, and most of all, at the sensation of her tight backdoor clenching and grasping in search of a thick cock to fill it up.

"Good girl." Rainbow moaned around the remainder of the peach at Fluttershy's praise, quickly swallowing before any could be lost, "You're such a good girl, Rainbow." Fluttershy winked at Twilight in her front row seat, barely three feet away, and walked around to Rainbow's raised rump.

"Fl-Flutters- I can't..." Rainbow mumbled, then yelped as Fluttershy blew gently across her dock, before descending into nonsense mumbles.

"Mmhmhm. Your asshole looks so greedy, Rainbow. I could get you to do anything if I promised to shove my cock in there when you were done, couldn't I?" Fluttershy asked, her mouth almost right on Rainbow's tailhole, warm breath washing over her dock and furiously winking pussy, "Would you enjoy that, Dash? Promising to serve my every whim for the rest of your days? Being forced to commit every perverted, depraved kink known to ponykind, one after another?" Fluttershy leaned down further, just barely letting the tip of her tongue touch Rainbow's taint, sending Rainbow's holes clenching and writhing as she balanced on the edge of an orgasm.

"YES! YES! I'D LOVE IT!" Rainbow shouted against the ground, forcing out the words desperately, "I'LL DO EVERYTHING YOU EVER SAY, JUST FUCK MY ASS UNTIL I NEVER STOP FEELING YOUR COCK AND MY STOMACH IS FULL OF CUM!"

"Can you imagine that Rainbow?" Fluttershy continued, her lips brushing teasingly against Rainbow's nethers, her head bobbing a little so everything got that tiny, teasing stimulation, "Feeling me in you when you go to market? Standing in line while the pony behind you knows you're feeling me in your ass the whole time? You know, I think I might even figure out a way so I can actually be in your ass all the time? Send you walking around town with me buried in your ass, cumming every time you get off on being watched like that, filling you until you leave a white trail and your belly is dragging the ground."

"F-F-F-FLUTTERSHY~!" Rainbow wailed, "PLEASE STOP TEASING ME AND PUT IT-UGH!" With a speed that would've impressed Dash if she'd been in her right mind, Fluttershy had mounted her flying, shoving her wooded dick all the way down to the knot with no warning at all before setting her forehooves down on the base of Rainbow's wings and her hindhooves on the ground.

"Mmmmff." Fluttershy bit her lip as she moaned, "So that's how it feels. Mmmm, you're so hot and, ah, tight inside Rainbow. Your ass is delicious. Ah! It feels like you're trying to milk me."

Rainbow Dash had frozen under Fluttershy's assault (with the notable exception of her kegels,) mouth hanging open in a silent scream, eyes rolling wildly in their sockets.

"Bad girl." SMACK!

The slap on Rainbow's ass broke her paralysis, her lungs gulping for air, body heaving while her nethers clenched, spraying her marecum all over the dirt and Fluttershy's roots.

"I'll give you my cum when I say so, and not before." Rainbow's eyes crossed again as Fluttershy sloooowly drug her dick out, almost feeling like it was taking all of her insides with it, and she burbled unintelligible noises again until it thrust back in, stealing her breath away again and sending another spray of her juices to the ground. "You're such a dirty anal slut, aren't you Rainbow? Both times I've shoved it in, you've cum. Not even a hoof for your pussy and you squirt all over for a cock in your ass."

"Yeeeeeesssssss." Rainbow managed, "Sluuuuuut." Withdraw, thrust. Hot liquid sliding against her walls, dripping deeper than Fluttershy could penetrate, searing her bowels with pleasure. Withdraw, thrust. Hard, hot, rubbing, the knot pushing against her tortured sphincter, demanding entry. She whined for it, but it withdrew. She came again as it pressed back in.

"Ooh, three, unf, pushes this time. Getting used to it? Or just getting too worn out?" Fluttershy grunts as she shoves in again, feeling Rainbow's tight backdoor squeeze and churn, trying its best to drain her dry while her puffy butthole squeezed every inch like it wanted to never let go, "Maybe I can help. Ah!"

Rainbow's ears perked, listening even though her brain couldn't really process much besides the pleasure at the moment.

"You want my orders, don't you? Want to do everything I say?" Fluttershy humped Dash harder, still careful not to knot her yet, drawing her thick wooden staff out and shoving it back in just short of doing it, pressing the swelling lock against her tight hole every time, "Well, here's your first order; every body you build has to have the most sensitive ass you can make. I want to be able to slap your rump and make you cum from a standing start. I want you to squirt all over my chin the second my tongue touches your ring. I want one touch on your prostate to make you empty your balls all over the ground every single time! I want you so addicted to a cock in your ass that you come up to one of us every day begging for at least one assfuck!"

"Mares don't have prostates. Or balls." Twilight mumbles as she takes notes (and sketches) and tries to masturbate without being obvious about it. Fluttershy giggles, giving her a sly look only slightly ruined by her haggard panting before turning her attention back to Rainbow Dash and making up for her lapse with a particularly sharp hump. She needn't have bothered.

Rainbow had entered some kind of weird sex-nirvana where she could only mumble and moan, too out of breath to scream even as she came until the orgasms blended together into a single neverending sea of pleasure... but her empty mind was clear. With no thoughts of her own, Fluttershy's words almost felt like her own idea, pouring into her empty brain and engraving themselves as unbreakable rules. Then her voice came again, adding more.

"You like that, don't you Rainbow? Getting orders while I pound you raw? Well, here's another." Fluttershy sped up, now officially slamfucking Rainbow, only just barely managing to hold back enough to not knot her, the bulb now fully swollen and ready to blow, just waiting for penetration. "I want you to give your first body a big. Thick. Meaty. Cock. I don't care what else it has, just as long as it has a cock big enough to feel like it's splitting me in half. When it drops, it's going to come find me, wherever I am. And then you're going to push me to the ground, and shove it right up my pussy. No matter who's around, no matter what's happening, you're going to find me, and you're going to fuck me as soon as you can. Got it?" Fluttershy leaned down, taking a hold of Rainbow's wing-shank and clamping her teeth down hard enough to cause pain, grinding her hooves into the bases and finally sinking her knot into Rainbow's tight asshole, distending the puffy, tortured hole for several seconds before it clenches back down, trapping her inside.

Rainbow sucked in a huge gasp of air, eyes focusing back to center as her pupils contracted to points, only to lift into her skull once more as she let out an ear-piercing wail of pleasure, filly-juices soaking the ground behind her. Fluttershy moaning into her wing as her teeth relaxed, hooves grinding into their muscle bases as she lifted herself back up. The knot pushing against pleasurable places Rainbow Dash had no idea were there while the tip began moving, moving, squirting and squirting, filling her ass with burning, lustful cum. Then it pushed further, twisting and turning up her intestines, forcing itself past places it had no right going until it emerged into her stomach. It paused there, dumping spurt after spurt into her belly as it poked around for the exit, the cum bringing pleasure even there, before it finally found its way out into her throat, squeezing itself through into her esophagus and pushing past her air-passage, finally cutting off her scream as it bulged out her throat and passed her lips into open air.

Twilight, meanwhile, was managing to observe even though she was about to start 'watering' a particularly smooth bit of Fluttershy's roots. The gasp had given her warning enough to conjure some noise-cancelling earmuffs, but she'd flinched when the plastic of her mask had cracked. She gasped herself when the head emerged from Rainbow's mouth, waving about in the air as though searching for something... and then turning to her. She had no chance to react as it dove for her mouth... only to bounce off of her intact mask. Seeming offended, the tendril knocked her earmuffs off and reared up over her head, thoroughly spritzing her with plant-jizz, all in her mane and over her back, before pulling back down Rainbow's throat, finally letting her suck in a breath of air.

"Twilight! Get ready!" Fluttershy called, bringing Twilight out of her confused and lustful stupor. The dryad gently pulled herself away from the insensate pony beneath her, still shuddering with orgasms as the seed rooted itself in Rainbow's stomach, giving up on finding a better chamber, the tendrils that would soon become roots giving her clit a goodbye caress as the seed-sheath receded into Fluttershy's puppet. "She's going to move quick!"

Rainbow's wings were already lifting her into the air. Twilight grumbled, lifting her winking, unsatisfied pussy from Fluttershy's root and bringing another sly smirk from said pony as she lifted into the air herself, a bit shakily. Rainbow spun around lazily for a moment, legs twitching in the air, dribbling drool into the dirt with one end and pussy-juice with the other. Finally, she stopped facing a directly and began to slowly drift in that direction. A slow drift for Rainbow Dash, anyway, which was about cruising speed for Twilight and Fluttershy. They moved as the crow flies, Twilight leaving her own trail in the dirt alongside, headed diagonally past ponyville's edge, towards-

"Sweet Apple Acres? Twilight, could you clear the way ahead? I don't want Apple Bloom stumbling on us, at least." Fluttershy asked. Twilight nodded, charging her horn... and fizzling her first cast into harmless, useless sparks. Groaning in embarrassment at the magically equivalent of premature ejaculation, she tried again, teleporting to the edge of their view in the direction of Applejack's farm... and appearing almost on top of Applejack's head, perhaps a dozen feet past the front gate.

"Twilight? What's goin'... on?" Applejack raised an eyebrow as she felt something wet hit her flank, tracing it's trajectory back to- Applejack's eyebrow tried to leave her face as her expression turned flat at being femjizzed on.

"Sorry! Where's Apple Bloom?" The other eyebrow joined the first, and then both sank as Applejack's eyes narrowed, "No no! Not like that! Rainbow's coming! She's planted! Planting! She's looking for a place to plant herself!"

"Well, she should still be at school at this hour." Applejack finally replied, not really letting up her expression, "Rainbow's planning on doing what on our farm now?" Applejack asked, glancing in the distance to see Rainbow slowly approaching, frowning slightly at seeing no consciousness in Rainbow's eyes.

"Planting herself. Fluttershy seeded her."

"And the mask? And the... whatever it is all over you?"

"Um... long story. Gotta go!" Twilight flew on ahead as Rainbow and Fluttershy approached.

"Hi Applejack. Don't mind us~" Fluttershy singsonged as she flew by, shadowing Rainbow further into the orchard. Straightening her hat, Applejack trotted after them, muttering under her breath and glancing disgustedly at the trail she was following.

~~~

Twilight braked to a stop as she reached a particular part of the orchard, then giggled to herself. She turned around and spread her forelegs in a 'ta-da!' gesture as Fluttershy got close enough to see. Fluttershy looked ahead to what Twilight was indicating and facehoof'd.

"I suppose we should've guessed." Fluttershy admitted, "I wonder if she'll like how she tastes as cider."

Two hysterically giggling ponies followed Rainbow into the dark trunks, weaving around them a bit as Rainbow slowed before finally coming to a stop. The spot seemed to be of no particularly significance other than that it was just big enough for another tree to spread its roots between the others, with a clear patch of sky for its leaves. She drooped to the ground, slowly coming to rest on her hooves, wobbling for a moment before she finally sat down. Rainbow managed a single squeaky cry before the tendril broke through her lips again, cutting off her voice as her body quaked with pleasure, her roots sinking themselves into rich Sweet Apple Acres soil. One slid up into her pussy almost gently, just before she was lifted into the air, stormcloud-dark bark growing around her quivering body and up into the sky, branching out, leafing itself, and finally sprouting its electric blue electrical blossoms with their signature popping sound.

"It's beautiful." Fluttershy stated, tears in her eyes. Twilight just nodded agreement at the blooming Zap Apple tree among it's barren brethren. They both ignored the timberwolves loping in to arrange themselves around the roots protectively.

"Well that's nice and all, but what am I supposed to tell my family about the timberwolves? Much less the Zap Apple tree blooming out of season." Applejack asked, startling both of them, "And Twilight, Rainbow I kind of understand, but please stop dripping in public on my farm."

"It's not her fault, Applejack. Rainbow's seed sort of, well..." Fluttershy gestured to the lighter, matted, sticky bits all over Twilight's back and mane. The timberwolves, receiving some unseen signal, simply got up and loped off back toward the forest.

"Oh. Well. I guess it ain't a problem. For the moment. They probably won't even notice the tree 'less they start howlin' anyway." AJ grimaced at Rainbow Dash's tree, "Now I'll gotta worry about finding ten Rainbows in my trees instead of one, won't I?"

"Um, probably. Anyway, I'm sure you'll take good care of Rainbow, but we should probably go. Twilight?"

"Huh? Oh, right. The stuff. I..." Twilight shook her head as though to get rid of a fly, panting loudly, "I should head home and take care of it."

"No. You'll probably make yourself bleed if you try to do it yourself after direct exposure. You need help." Fluttershy asserted, herding Twilight away from the Zap Apple orchard, "Just come back to my cottage and we'll sort it out."

"But... but I can't yet. Not... not ready, haven't studied enough. You promised." Twilight tried, nevertheless letting herself be herded.

"Oh no! Not that. It takes a few hours to grow back anyway. But I've got a perfectly fine body that can help you lying right in my bed; I'll put this one down by the tree and we'll take care of it, okay? No! Don't take your mask off or we'll be doing it right here in the orchard." Fluttershy scolded, slapping a hoof away from the strap.

"Iunno Fluttershy. Kind of in the mood for intercourse." Twilight explained, swaying a bit drunkenly, tongue not cooperating well with anything besides being laid on a sweet muff or a hard shaft.

"Oh trust me, I've got that handled." Fluttershy grinned, continuing to urge Twilight towards her cottage, steering her out the main gate under Applejack's watchful, skeptical eye.

"Really? D'you got a Princess Pleaser? That's my favorite."

"Oh, I think it'll please a Princess."

Their voices faded as they turned off away from the road, skirting town toward Fluttershy's. Applejack stared after them from the gate for a few minutes, then sighed, fanning herself with her hat.

"Gettin' a mite sexy 'round here. Well, maybe year-round Zap Apple Jam will be worth having Raining Rainbows." Applejack chuckled at her own joke, trotting back towards the barn to finish the day's work.

Nopony ever did explain to her about the properties of a Dryad's fruit.

Author's Note

Was going to include Fluttershy helping Twilight in this chapter, but that point was just too good not to end on. Next time: on whether Fluttershy can please a princess and on what happens when an Apple shares an apple with no idea of its effects.

Also, in case you missed it, there's now an omake in gdocs, linked in the AN of the previous chapter. Do check it out. I will also be updating the fetish list in the summary momentarily.

Licentiosus Stuprum

Twilight came back to herself slowly, crawling back to consciousness as the aftershocks continued to run up and down her body. The tongue gently lapping at her pussy was turning the aftermath of an intense orgasm into a slow, pleasant burn instead of the blazing inferno she could barely remember. She wanted more, but no longer felt like she'd offer anything to the first passing pony to get it.

"Back with us, Twilight?" Fluttershy murmured, interrupting her lapping, though wind of her words were felt pleasantly.

"That... that stuff is really strong." Twilight managed, her tongue still feeling a bit heavy. Suspecting where this was going, she attempted to limber it up a bit.

"Well, it's meant for a changing Dryad, and Rainbow will probably be cumming until sunrise at least."

"Whoof."

Fluttershy giggled, walking up her bed gently around Twilight's resting body.

"Is there anything special you want to do for your first time with another pony?" Fluttershy asked, almost touching noses with Twilight, only the slightest hint of teasing in her eyes.

"Well..." Twilight squirmed a little in place, anticipating the reaction to her somewhat silly request, "I've always wanted to get a closer look at a pony's privates outside of a textbook diagram."

"And take notes?" Fluttershy raised an eyebrow and smiled at Twilight's blush, "And measurements?"

"I know, I know, it's silly, I'm an egghead, yada yada." Twilight huffed, looking away until a hoof pulled her back to face Fluttershy.

"It's fine, Twilight." Fluttershy told her kindly, "We all have our own way of doing things, and it would be rude to laugh at you for doing things your own way." Twilight smiled back now, happy her friend if not understood, at least accepted. "Besides, you're adorable when you're being nerdy." And now she was pouting again at her giggling friend.

"Twilight." Fluttershy's face turned serious, "You know you don't have to do this, right? I took the edge off enough you can take care of it yourself. I know I tease, but I would never-Mm!"

Twilight reflected that kissing somepony was a very, very good way to get them to stop talking. Not only was it hard to resist, it felt good too. Very good. Tongue-wrestling Fluttershy felt so good she almost forgot to do the other kind, but eventually she remembered and rolled them over, putting herself on top. Finally, with herself in the dominant position, she broke the kiss, both of them breathless, sharing their air from inches apart as their bodies demanded oxygen. Well, Twilight's body did. Hm. A notepad and quill popped out of thin air, and began taking notes. Fluttershy smirked up at her, both amused and aroused.

"First note: do Dryad secondary bodies, hereafter referred to as 'Puppets' breath oxygen or carbon-dioxide? In. Breathe in oxygen or carbon-dioxide." Twilight clarified. Fluttershy shrugged a little, gazing up at Twilight sultrily enough that she debated just skipping the note-taking and kissing her until things moved forward in a natural progression. But no! This was for science.

"Second note: subject is far more lustful after transformation than before. Psychological, physiological, or was a mental shift forced somehow?" Twilight continued, leaning down to nuzzle Fluttershy's neck, kissing it gently, making the pegasus coo, "No offense, Fluttershy, but I couldn't imagine you doing this before."

"None taken." Fluttershy purred, just lying back and enjoying the attention as Twilight ran her tongue over her neck, finding sensitive spots Fluttershy hadn't even known about.

"As previously mentioned, subject has more frequent and stronger erogenous zones than a normal pony, easily detected via muscle spasms when caressed." Twlight licked her lips, "As an aside, she tastes delicious, possibly due to the origin as a fruit." Twilight went back to kissing Fluttershy's neck, sliding down slowly, tasting each inch, stopping to suckle at a spot for a moment before pulling her lips free with a pop. "Skin seems to conform to normal pony margins of softness and toughness, but does not seem to form sores when sufficient suction is applied."

"What?" Fluttershy asked, lifting her head to look down at Twilight.

"You don't get hickeys." Twilight explained, ignoring Fluttershy's giggle and continuing on down to finally reach her collar, "Further, musculature, at least in the neck, also conforms to normal pony placement." Twilight kissed across her chest, lifting a hoof to caress her friend's buttery coat, the pegasus shifting a bit and murmuring pleasured approval.

"Subject appears to have a belly button. Cosmetic, or serves some purpose before 'hatching' from the fruit?" Twilight talked, keeping her face against Fluttershy's belly, wafting her breath over said cute innie before gently licking inside with her tongue, causing Fluttershy to jerk and giggle.

"Subject is still ticklish." Twilight smirked, running her tongue around Fluttershy's belly button teasingly, "But we'll test that more later. Now, we'll move on tooooooooo-" Twilight trailed off, finally looking towards Fluttershy's privates. She blinked. Blinked twice more. Finally, Fluttershy lifted her head curiously to see what was happening and gasped.

"Oh, right, that..." Fluttershy blushed, stuttering, "W-Well, this body is supposed to be my comfortable around-the-house body, and I thought, since I'm a tree and not really either, it might be more comfortable if... well. Um."

"Huh. Is it? Comfortable, I mean." Twilight asked.

"Surprisingly so." Fluttershy admitted.

"Well. That's an enticement to convert." Twilight licked her lips, staring at Fluttershy's sheath and testicles, the head of her dick just barely poking out from arousal. "I always kind of wanted to know how Shiny felt..."

"Ohhhhh?" Fluttershy asked in a tone more suited to Rainbow Dash or Rarity sensing an embarrassing story or juicy gossip.

"Oh what?" Twilight asked, finally breaking eye contact with the surprising member to meet Fluttershy's leer. Twilight winced. "Ohhhh. Can we forget I said that?"

"Nope. You already said it. Spill." Fluttershy teased.

"Well... long story short... mom in estrus, son just about that age, curious and entirely too precocious filly who'd read all the books in the library she wasn't supposed to." Twilight explained, sitting down and waving a hoof in an 'etc. etc.' motion. "Mom pops in on Shiny popping all over my face, gets super mad and rants at us for hours... after cleaning me off. Made Shiny stay with a friend for the rest of her estrus and every other since."

"Hm. You don't seem too broken up about it." Fluttershy observed, gently caressing Twilight's side with a rear hoof.

"Well, when I went into my first estrus, Celestia actually noticed before I did. She asked if I needed the talk, which I didn't with all my reading, but she said experience counts for a lot so if I had any questions she would answer them." Twilight blushed, a hoof on the back of her neck, "Well, she said there wasn't anything wrong with incest... my mom's main point... as long as it's not being used for children. She had some stories about the old nobility and their inbreeding, lemme tell you." Twilight chuckled, "But anyway, she agreed that I had been too young then, but she also said it was more mom's fault for not covering her smell more with a teenaged colt in the house than it was Shiny's for forgetting to lock his door and not being able to do anything when his cute little sister interrupts his masturbating with an attempted blowjob."

Fluttershy nodded sagely, then stopped, getting a distant look in her eyes.

"I wonder... is Celestia okay with incest because she and Luna are..." Fluttershy trailed off, blushing. Twilight, however, took on a thousand-yard-stare and actually began drooling. The first strand hitting her stomach snapped Fluttershy out of her imagining. "So, am I invited when there's a princess gangbang on your brother? Followed by a cream pie buffet?"

Twilight snapped out of it, blushing hard as she vaporized the drool with a quick bolt from her horn, pretending it was never there.

"First of all, Shiny took mom way more seriously and has refused to let the topic of sex come up in conversation in any way, shape, or form." Twilight scowled at Fluttershy's innocent expression, returning to her note-taking tone, "Second... subject is far too cheeky; we'll do that sensitivity test now."

Fluttershy looked up, confused, as Twilight's horn lit, weaving a complex spell... and then jerked, squirming, forcing her lips together, trying everything to resist-

"PAHAHAHAHAHAHAHHA!" Fluttershy rolled, trying to evade the sensation of feathers coming from all directions, running over her sides, her hooves, her neck, her ears, even her flank, tickling her mercilessly. She ran out of breath in seconds, wheezing, and the feathers drew away, letting her take in a breath, two, before returning, forcing laughter from her lips again. And they did it again, and again, and again, all under the watchful eye and evil grin of her researcher, still dutifully taking notes. Worse, the tickling was somehow making her hot, her stallionhood extending fully from its sheath and her lower lips winking furiously even though none of the feathers went anywhere near them. Twilight noted that too.

Finally, it became too much.

"Sto-o-o-op! I'm- I'm gonna pee myself!" She whined, clenching her hindhooves together to withhold the flood, a bit difficult around her hardened shaft.

"You urinate?" Twilight asked, blinking. But the spell stopped, and Fluttershy leapt for the restroom, stumbling from the aftershocks before finally managing to get in and shut the door.

~~~

Fluttershy exited the restroom after taking far too long figuring out how to urinate with an erection. Twilight was sitting on the bed still, taking her notes, her hind end squirming gently, no doubt still dripping and juicy from the seed-juice still in her system. Fluttershy coughed awkwardly.

"Oh! Fluttershy, I'm sorry about, well... taking it too far." Twilight apologized.

"Oh no, it's fine. It wasn't really too far, just... I didn't figure you or my bed would appreciate it if you didn't stop." Fluttershy blushed, kicking a hoof against the ground in a familiar shy gesture, "I, um, wouldn't mind doing it again sometime, actually." Now Twilight was blushing too, both of them fidgeting uncomfortably.

"Do you wanna get back on the bed? Maybe... continue where we left off?" Twilight asked. Wordlessly, Fluttershy did so, laying herself back again and exposing her genitals again, now clean of any fluids they might have leaked during the tickling or after, her dick firmly back in its sheath. Twilight leaned down again, face near Fluttershy's privates, blushing less from pleasure than the suddenly awkward situation.

"Log continues..." Twilight coughed, reactivating her transcription quill and trying to get back into the swing, "As recorded previously, subject has included on puppet both mare and stallion genitalia in an effort to make it feel comfortable, considering her real body's new gender status... or lack thereof." Twilight cleared her throat again, still feeling awkward as she reached a hoof forward and slid it down Fluttershy's sheath, then down to hold the balls.

"Sheath and testicles feel like a normal stallion." A small tape measure floated over, sliding around one testicle, and then the other, measuring their length and girth, then the size of the sheath while Twilight fondled them, "Numbers are... slightly lower than average size; probably again intended for comfort" Twilight laid down so the other hoof could reach forward and lift the relatively delicate balls away from Fluttershy's pussy.

"Vagina looks normal as well, everything in place." Twilight bent down to take a closer look, then stopped, audibly sniffing. Fluttershy lifted her head, looking down with concern, watching Twilight's nostrils flare and her hips twitch with unsatisfied lust.

"Subject... puppet either continues to produce fruit's aphrodisiaaaaaaac..." Twilight drew out the word, shuddering as she pressed her nose under Fluttershy's nutsack, hot breath washing over her pussy. Twilight's tongue snuck out, taking a single lick across Fluttershy's lips before she managed to speak again. "Or potent pony pheromones... The smell is... it's making my head spin. Fuuuuuuck." Twilight took another, deeper lick as she sniffed frantically at Fluttershy's scent, wrapping her hooves around Fluttershy's legs and letting her sack drape over Twilight's nose. Then she paused, still, for just a moment... "She tastes like honey and butter."

"Well, I-AAAAAH!" Fluttershy yelped, head falling back to the pillow as Twilight assaulted her pussy. For a normal mare, it would've been far too much, but Fluttershy's permanently primed nerves took it in stride, sending her to the heights of pleasure in an instant. Twilight's tongue conducted a methodical search of her pussy, one inch at a time, lapping and rubbing and twisting as she searched for more of Fluttershy's unique flavor, sucking voraciously every time she'd gathered a tonguefull and getting some of Fluttershy's lips in the bargain. Fluttershy was already racing for an orgasm when Twilight pulled back, not quite entirely drawing her tongue out while moving to the top of Fluttershy's slit. Fluttershy tried to brace herself, knowing what was coming. But it didn't quite prepare her for Twilight's teeth to press into the skin above her mound, forcing her furiously winking clit to not only come out but stay out. Twilight wrapped her tongue around it in a scoop and sucked furiously. Fluttershy barely had time to process the feeling of something wrapping around the base of her dick before she came, her convulsing pussy squirting into Twilight's hungry mouth and all over her face. Barely an instant later, pain lanced through her body, only making her orgasm more intense as her cum was forced back down into her balls, visibly bloating the fleshy orbs hanging over Twilight's nose. Despite her enraptured, hungry lapping at Fluttershy's gushing snatch, Twilight noted this, continuing to hold her impromptu magical cockring around Fluttershy's base. Fluttershy continued to convulse for several minutes as Twilight kept lapping, drinking up as much of Fluttershy's juices as she was willing to give.

Finally, the intense cocktail of pain and pleasure rendering Fluttershy insensate faded, leaving her a panting, sweaty mess. Twilight slowed her ministrations, gently lapping up the rest before pulling away, licking at her muzzle to get the rest. Fluttershy whimpered as Twilight crawled up her body, rubbing her fur over Fluttershy's drooling, twitching, oversensitive cock one inch at a time until they were face to face and it popped out and rested between Twilight's cheeks. Twilight kissed her friend gently, Fluttershy still shivering from the aftershocks.

"Sorry, Fluttershy. I just really want it all in me." Twilight apologized, but didn't release the ring around Fluttershy's base, "I want to taste it, but I'm burning back there..." Twilight ground her hips back, clenching her cheeks around Fluttershy's erection, making her twitch and squeak cutely.

"Two things, Twilight..." Fluttershy panted, "First, I don't have a refractory period. We can go as many times as we want. Second..." Fluttershy reached up, taking Twilight's face in her hooves and kissing her again, "We have all the time in the world to do everything you ever imagined... and some of the things you haven't." Fluttershy giggled, kissing Twilight again, ignoring the tears that fell from her eyes.

"Thank you." Twilight managed, hips twitching involuntarily even as she cried.

"None necessary." Fluttershy smiled, "So, why don't you sit back and let me fill you up, then I'll eat you out and share it with you so you can get that taste?"

In answer, Twilight lifted her hips, nudged Fluttershy's other head with her magic, and sunk back in one smooth motion, taking the primed pegasus penis to the hilt.

"Fffffssssssss..." Twilight hissed as the heat in her pussy was finally given what it wanted, her eyes almost rolling back in her head from the pleasure.

"Mnf! It's a lot different from your toys, isn't it?" Fluttershy teased, grasping Twilight's flank with her hooves and grinding up into her friend's pussy, "Take the ring off and I'll turn over and show you what it's like to be pounded silly by a real pony." Fluttershy punctuated her offer/demand with a slap on Twilight's flank. Twilight's yelp punctuated the ring, but Fluttershy noted that her horn was still glowing... and yes, that was indeed the parchment she'd been taking notes on, quill still scribbling away, though only Celestia knew what Twilight was writing in this state of mind. No matter for the moment though; Fluttershy used her wings to deftly flip them over, never leaving Twilight's twitching, winking pussy.

"Are you ready?" Fluttershy asked, smirking down at Twilight. Her answer was four hooves, two drawing her head in for a kiss while the other two struggled to draw her rump even closer. Smirking even around Twilight's tongue, Fluttershy slowly drug herself out, ignoring Twilight's attempts to keep her in, until only the head remained inside. Then she slowly pushed back in, sinking herself deep into her friend an inch at a time, catching the piteous whine of lust in her own mouth. Then she pulled out again, and pushed in, slowly, this time grinding a bit so every other inch would brush against Twilight's clit if it winked out in time.

"Fluttershy~!" Twilight whined, "I need... need more than that!"

"Really?" Fluttershy smirked as Twilight tried to hump Fluttershy with her hindlegs for leverage, keeping herself fully sunk into Twilight's depths, pinning their hips to the bed, immobile, "That's a shame. See, that stunt you pulled with the ring hurt, and it made me really really horny. My balls are so full, all swollen with all that cum you trapped inside... why, it wouldn't be fair at all if you came from something other than it being dumped into your womb! But I'm just sooo sensitive, I'd probably cum right away if I really pounded you. So I'm going to keep going, just like this~" Fluttershy slid out again, tortuously dragging every inch free before sliding it back in just as slowly. "By the time I cum, you should be on a hair trigger. Just imagine all that hot cum squirting inside you and-hurk!"

Ragged magenta magic slammed into Fluttershy's ass, pressing her down against Twilight, filling her crack and shoving her tail back, tendrils slithering around wildly until they found her pussy and asshole and sliding in violently. Fluttershy tried to struggle but found herself trapped against her magical friend, unable to move, stuck with her cock trapped as deep as it could go in Twilight's pussy. The magic focused, Twilight's wild eyes gaining a bit of thought, and the telekinetic tendrils thrust themselves deep into Fluttershy, rapidly filling her up. She felt her cock flare, still fighting to move, though no longer to get away so much as to give Twilight what she wanted. Twilight didn't notice that though, wild lusty magic growing nubs inside Fluttershy's holes and rapidly moving, rubbing around and around before zeroing in on her g-spot and prostate.

Fluttershy arched her back, pressing her hips into Twilight's as far as they would go, head thrown back, mouth open but making no audible noise... and felt herself explode. Magenta magic massaged her most sensitive places, literally milking her... and as soon as the first eruption of cum from Fluttershy's cock seared its walls, Twilight's pussy joined in. Jet after jet of steaming cum filled Twilight's pussy, and her sharp mind managed to focus on a single idea: getting as much of it into her as possible. So her pussy twisted, it pulled, it pulsed, using muscles she'd never used before to draw out every drop of cum possible. She felt Fluttershy squirt into her ragged magical aura, the stimulation to her g-spot sending her marecum the other direction, and her magic followed it as it ran down to Fluttershy's testicles. Seizing the extra opportunity, she wrapped her aura around the balls gently, squeezing and pulling and caressing them, feeling them pulse and encouraging them to give her everything they had.

In less than a minute, Fluttershy fell, exhausted, on top of Twilight, weakly trying to buck her hips as the princess' magic and pussy continued to milk load after load from her, her pussy convulsing against Twilight's aura and sending marecum down to lubricate her balls for Twilight's magic. Fluttershy thought she felt Twilight's belly swell slightly before sinking again, the seal of her flare no longer enough to hold in the flood, warm cum oozing out of their connection and onto the bedsheets, making her moan lightly even through her prolonged orgasm. Her dick was still oozing slightly when it began to soften, her drained balls drawing up against her and out of Twilight's magic. Fluttershy managed to pull out and off finally, shoving Twilight's weakening aura out of the way and rolling onto her back, panting.

"Hhhhh-ah. Wow." Twililght breathed, squirming a bit.

"You're still awake?" Fluttershy croaked, sounding a little hoarse.*

"Mmmhmm. I kind of want to go again but I'm all sore now." Twilight looked over and grinned, appearing far more energetic than Fluttershy thought was possible.

"...I may need to take five first." Fluttershy admitted quietly, looking a little spooked, "I know I said I could go as many times as you wanted, but I didn't expect..."

"To be milked dry? I didn't think I'd do something like that either. You may want to re-hydrate after that."

Fluttershy nodded. "I'll be right back." Stumbling a bit as her hooves hit the floor and smiling gently at Twilight's resulting giggle, Fluttershy looked back and winked, "Don't go anywhere."

More giddy giggles from the purple princess followed her down the stairs. Where she found a frowning rabbit.

"Did I miss lunchtime, Angel? I'm sorry. I'll just-"

Angel shook his head, and pantomimed a message... finishing up with a few pelvic thrusts and a smug smirk.**

"Yes, Angel." Fluttershy gave him an exasperated look, "I know, but you don't have to be so smug about it. Just for that, no extra cherry for being patient!"

His flat look needed no translation. Nor did his foot thumping hard on the floor. Fluttershy just giggled.

"Well, I'd better get you that extra cherry after all, shouldn't I?" Fluttershy moved into the kitchen, pouring herself a large glass of ice water and quickly whipping up Angel's lunch... with two cherries on top. Setting it down near Angel's hutch, she gulped down the rest of her water and dropped the glass in the sink. A naughty thought about bringing a large cup of ice cubes back upstairs with her brought a blush, but she just saved the idea for later.

Of course, by the time she got back upstairs, Twilight was sprawled on her back, snoring away. Fluttershy was caught between a smile and a smirk. A smile for Twilight's cute sleeping face, and a smirk for her disheveled mane, splayed, ruffled wings, and still-leaking nethers. She trotted past the bed to the bathroom, retrieving a large towel and wetting several small wet ones. Gently, she cleaned Twilight of obvious fluids, (she'd still need a shower quite badly when she woke up,) before rolling her off the wet spot and gently pulling the dry towel under her still-leaking plot. A particularly large burble of cum exited from the motion, making Twilight coo in her sleep, and Fluttershy risked waking her to lick it up before it could reach the towel. She rolled it around in her mouth for a minute, noting that it was, indeed, delicious... though she decided she should probably add a little salt next time, to give it an edge. Swallowing her treat, she moved to get up on the bed when she noticed something; an unrolled scroll lying on the floor, Twilight's auto-inking quill next to it. Thinking that Twilight would probably want that, Fluttershy picked it up... and then slumped sideways to the ground.

And she was a tree again, howling with laughter unhearable by ponies. One of the birds that had already nested in her branches was startled away until she could manage an apology, whereupon it fluttered back to its nest, giving her an aggrieved look. After several minutes, she managed to get herself under control, and the body in her bedroom, face still twitching with restrained amusement, got back up. She brought the scroll downstairs and set it on her writing desk, and then returned to the bedroom, taking her place next to Twilight and snuggling in next to her friend, holding her gently.

Then Fluttershy was outside, curled up catlike among her own roots. Stretching the kinks out of her first body, Fluttershy walked inside, noting a few birdfeeders that needed to be re-filled... after she wrote a little note.

~~~

Spike raised an eyebrow at Fluttershy. He'd come looking for Twilight when she hadn't come home, and now Fluttershy was trying to give him a letter to send to Princess Celestia, only he shouldn't read it. He just sighed and held out his claw. Fluttershy dropped the letter in, beaming. Her expression died when his claw cut the seal and he opened the letter, turning sour.

"Dear Princess Celestia, these are some of Twilight's research notes on my new species. I'm sure she'll have an edited and double-checked version in a few days, but I thought she would probably want you to see the original notes before then, just for reference and haste. Your Faithful Subject, Fluttershy." Spike raised an eyebrow at Fluttershy again, and then slid the other scroll open.

"Let's see... size, muscles, anatomy, fairly standard..." Spike trailed off, both eyebrows climbing almost to his spines, "What the...?" He kept reading, looking confused. He skimmed to the end of the notes, brow furrowing as he tried to figure out what he was looking at. Fluttershy sweated bullets as she waited. Finally, a light seemed to come on over Spike's head. He looked at the scroll again, and then pushed it back into Fluttershy's hooves so he could fall on the ground and guffaw his little lungs out without damaging it. Fluttershy had to step over and stomp out a little grass fire before he finally got control of himself.

"Geez, Fluttershy, I didn't know you had it in you." He finally managed, sitting up.

"Um, more like I had it in Twilight."

And Spike was down again.

"Please... stop! No more! Can't breathe!" Spike pleaded, weakly chuckling into the grass and pounding his forehead in the dirt in an effort to stop laughing. Fluttershy grinned a bit, just waiting... and watching carefully in case Spike actually couldn't breathe. Finally, the little drake managed to get his breath back and sit up, motioning for the scroll. He rolled them back up together, re-melted the wax seal and re-drew it with a claw - very convenient, dragons - and then flamed the lot of it into a cloud of ash which booked it through the air to Canterlot.

"Thank you Spike. That should get her back for..." Fluttershy glanced at him and blushed, "Well, never mind for what."

"Really?" Spike asked flatly, "Yesterday you get me to jizz all over the table and then lick it off your hoof and now you want to be shy? Trust me, Fluttershy, whatever it is, I probably won't be shocked or emotionally scarred."

"Well... she used a magic cockring." Fluttershy explained.

"...And I'm not shocked or scarred because I'm not sure what that is. Is it a piercing?"

"Oh no, it's, well... it's a tight ring around the base to keep you from, um, cumming." Fluttershy explained.

"What." Spike asked, "Why would anypony make one of those? Or use one?"

"Well, I could explain... but Rarity would do it better." Fluttershy blushed and smirked.

"Yes, yes she would." Spike agreed without hesitation, then looked uncertain, "Look... about Rarity. I don't... I know I can't be jealous if this happens, but... well, I'd rather her still be around even if she's not around me... y'know."

"I think I do, Spike. It's Rarity's choice, of course, but I'll do my best to convince her." Fluttershy patted him gently on the shoulder, "Are you going to be alright with Twilight staying over tonight?"

"What? Psh, yeah. It's more me taking care of her than the other way around anyone. I'll loot the freezer for ice cream, read some comics, and maybe get my chores done."

Fluttershy gave him a stern look. He smiled back.

"Just kidding. Chores first. No matter how good she's feeling from finally getting laid, if I raid the freezer AND don't do them, there'll be Tartarus to pay."

"Well then, enjoy yourself, and I'll send Twilight back tomorrow... maybe around lunchtime, depending on what happens in the morning."

"I'll see you later then, Fluttershy." Spike chuckled as he headed back down the path.

Fluttershy gave another look in the general direction of Canterlot before returning to her own chores.

~~~

Celestia smiled as the letter popped up in front of her. No doubt her student had some more information on Fluttershy's shocking transformation. It was so interesting, having something New happening! Credit where credit was due, Discord was right about how boring it was when things stayed the same for a long time. She unfurled the scroll. Her brow rose at Fluttershy's note, and she broke the seal on the inner scroll with some trepidation. She unfurled the scroll... and then her wings.***

Author's Note

*I REGRET NOTHING!
**Translation from Bunny: I told you you needed to get laid!
***

Serpens Prolabitur

AN: No actual clop this chapter. Consider yourself fairly warned.

Twilight sighed, snuggling back into Fluttershy, the delicious smell of haybacon and coffee filling her nose. Something bothered her about that, but she felt too warm and comfortable to care. Fluttershy would wake her when breakfast was ready, surely.

I need to wake up like this more often. She mused, stretching in place and letting out a satisfying yawn. She felt aches and burning muscles in unfamiliar places, but even those just felt so good this morning! Probably because of how she got them. Her brain revved up, finely tuned mind adding to her impromptu mental checklist; 'Revisit studies of pony sexuality, previous research deemed insufficient. Subnote: why do pains of sex feel good even hours afterward?' Also added to the list: 'Be sure to cover Dryad sexuality in book.' And: 'Don't forget to send copyright office claim on "Dryads: Promiscuous Plant Ponies" title.' She giggled to herself at the thought. That title was just a little too silly for the first publication on a new species; she'd have to come up with another. But that was for later. For now, her ears perked at the sound of hooves carefully finding their way up the stairs.

Finally, her brain caught onto the conundrum; who was cooking breakfast if Fluttershy was still asleep behind her? Twilight sat up, letting the hooves of the pony holding her slide off, not quite limply, but certainly loose, and looked down at Fluttershy. Then at the door, where Fluttershy was carefully maneuvering a tray through the door. Then back at the bed. Finally, something in her drowsy brain clicked.

"Oh, right." She said, smiling and gently rolling the Fluttershy on the bed aside so she could sit up without squishing it. Her? Twilight decided it was too early in the morning to figure out the semantics involving an inactive Dryad puppet.

"Hm?" Fluttershy made a querying sound as she walked carefully over to the bed.

"Oh, I just forgot for a second there were two of you running around and wondered how you could be coming up the stairs if you were behind me." Twilight explained, looking somewhat greedily at the haybacon, coffee, pancakes with cream and strawberry, and scrambled eggs balanced on Fluttershy's back. She blushed, "You didn't have to bring me breakfast in bed, y'know."

"Oh but I did." Fluttershy smiled slyly at her while she slid the tray onto the bed, sitting down in front of her own plate, (the same contents, but less haybacon and eggs over-easy.) "I'm still buttering you up for recruitment, remember?"

"I think I got plenty of butter last night." Twilight grinned, "What's with the flavor, anyway?" She dug into her haybacon, feeling especially hungry this morning. Probably because of her exertion last night.

"Well," Fluttershy started, taking a quick bite of eggs, "Since that isn't a body designed to breed with ponies, the only requirement of its natural lubrication is that it lubricates. I thought my partners might enjoy the taste."

"You'll get no complaints from me." Twilight assured her, stuffing her mouth with at least half a pancake, "Y'wer delishush. Br'fasht choo."

"Thank you." Fluttershy tapped her chin with a hoof.

"Oh, sho-" Twilight swallowed, chuckling nervously, "Sorry." She telekinetically brushed the crumbs off of Fluttershy's bed, and then called a broom out of the closet to sweep them up.

"So, have you re-thought my offer yet? You seem to enjoy the... lifestyle." Fluttershy asked, without the innuendo Twilight had expected from such a statement.

"Well... I was leaning before anyways." Twilight ate a bite of pancakes, swallowing before talking this time, "But I think I can definitely say the answer is going to be yes."

"Going to be?" Fluttershy cocked her head sideways cutely, one ear standing at attention.

"I still want to see how the others are affected. You still seem to be you mostly, just aggressively sexual, but I'm still a bit worried that you were changed against your will at all." Twilight explained, "Plus, I don't think it's a good idea for more than one of us to be out of action at a time. Don't want to be underpony'd when the emergency of the week rolls around." Twilight rolled her eyes, making Fluttershy giggle. "I'll probably go last, honestly. I... I know it's silly, but I'd like to ask Princess Celestia if it's okay with her too, after I get my report on Dryads put together and sent."

"It's not silly at all, Twilight. I know you respect her very much." Fluttershy smiled at her, "Oh! And I already sent her at least one bit, when Spike came by after you fell asleep last night."

"Fluttershy!" Twilight took a scolding tone, "That wasn't edited or organized, just raw notes! And it wasn't even complete! I made so many notes after I... well... got too into it to concentrate on writing." Twilight blushed. Was that a glint of mischief in Fluttershy's eye? No, it couldn't be. "I'll have to send a letter apologizing and asking for it back when I get home. If she hasn't sent it back with a failing grade on it already." Twilight muttered, spearing a pancake angrily with her fork and shoveling it into her mouth.

"Oh, I'm sure she enjoyed reading it very much, just like she loves everything you send her." Butter couldn't have melted in Fluttershy's mouth.

~

"Bye Twilight! Enjoy your day!" Fluttershy waved off the purple princess pony, turning back into her cottage to continue the neverending task of tending her menagerie.

"Bye Fluttershy!" Twilight called back, heading down the road back to town. She raised an eyebrow at the giant peach hanging from Fluttershy's tree, wondering what the caretaker was cooking up this time. Her imagination provided a few possibilities, some of them sending shivers down her spine (of both arousal and fear,) but she shrugged it off for now and continued her trek home.

Ponyville market was as pleasant as always, ponies walking about all over, always with a kind word or a friendly wave. Including her, of course, so when Applejack waved her over, she dutifully made her way to the Sweet Apple Acres stall to see what her friend wanted.

"G'morning Twi. Lookin' fer a late breakfast?" Applejack asked.

"No, just headed home. Fluttershy stuffed me with haybacon and pancakes already; I couldn't eat another bite." Twilight explained.

"Oh yeaaaaah." Applejack nodded, her smile stretching into a leer, "So how was she, Sugarcube?"

"A Princess doesn't kiss and tell." Twilight snobbed with a blush, then lowered her muzzle, "But, off-the-record... She has inspired me to re-open my studies of pony sexuality as insufficiently researched."

"Snrk!" Applejack only barely held off from cackling, snorting and snickering into the countertop for a full minute before she managed to look back up at Twilight's amused face. "Must've been some... experimentin' y'all were doin."

"Let's just say haybacon wasn't the only thing she stuffed me with."

"..." Applejack gaped, "Really?"

"Mhm. I have a feeling I've only brushed the limits of what her puppeteering ability is capable of." Twilight dreamily commented, then favored Applejack with a sly look, taking a page out of Fluttershy's new book, "I know she expanded my horizons... among other things."

A passing pony could be pardoned for confusing Applejack's face and her product for the next few seconds.

Applejack buried her face in the countertop.

"Sweet Celestia it's contagious."

Twilight just giggled at her until Applejack pulled her face out of the wood and rolled her eyes.

"Yeah yeah, laugh it up Sugarcube. Go on."

"Sorry AJ. I just feel so good this morning and it was just too easy! But speaking of Fluttershy... have you given it any serious thought?"

"Aw. Not just yet. Ahm procrastinatin', truth be told. Not sure if I'm up for th' inevitable sex shenanigans."

"Fair enough, I guess. But I know at least Fluttershy and I would love to have you." Twilight paused, smirked, opened her mouth-

"Why yes ah DO know what you mean." Applejack glared at her, stopping the lewd aside in its tracks, "So, you're goin' through with it?"

"Not right away. I'd like to study it a bit more first, talk to the Princess about it... make sure it's okay..." Twilight mumbled, then perked back up, "But I think I'm definitely going to. Even besides the actual sex, it was... very nice, waking up next to Fluttershy. Well, the inactive body anyway. But I didn't realize that until the other her came upstairs with breakfast."

"Sounds a mite confusing." Applejack opined.

"For everypony else, maybe. I think it'll be really convenient to leave a body at home while I'm away. I would have access to my entire library whenever I wanted it!" Twilight squee'd, "Instead of just what books I can fit into my saddlebags."

"Huh. Y'mean I could be working on the farm at the same time we're all off on another adventure or special event?" Applejack asked, looking intrigued.

"Well, not exactly. Fluttershy thinks it's a matter of mental acuity; she can't run both bodies at once. She thinks I probably could handle being in two places at once, but the rest of you we're not so sure about... except possibly Pinkie." Twilight explained, "So you couldn't be working and running around with us at the same time... but you could lay down for a nap while we're waiting or sitting on the train and wake up the you at the farm to do a few chores."

"That's... quite an enticement. I wouldn't want to leave you girls all by yourselves all the time, but there's things on the farm Big Mac just can't handle, and it's always trouble when they crop up while I'm gone. It'd be real nice to be able to make check-ups whenever wherever. Ah still have nightmares about the sheep/pig land war. Over, of all things, a shady spot." AJ rolled her eyes.

"You'll have to tell me about it sometime. I really should get back to the castle though..." Twilight trailed off, looking perplexed.

"Hm? Somethin' wrong, Sugarcube?"

"No. Yes. I have that weird feeling you get when you know you were supposed to do something but forgot what it is and it's just hiding there on the tip of your tongue, taunting you." Twilight explained.

"Heh. I'm surprised that ever happens to you, miss Checklist." AJ poked fun at her, "Maybe you should ask Spike; if you don't know what's on yer schedule, he probably does."

"I'll do that. It's still going to drive me crazy on the way home though."

Applejack chuckled a bit, watching Twilight distractedly trot away before returning to scanning the market for customers. Most ponies who had day jobs were still at them, and it wasn't time for the lunch rush yet, so she didn't have much business, allowing her mind to wander. Naturally, right to the thing she'd been trying very hard not to wonder about; an image of her tied up in the barn, face to the floor and tail to the sky, a flash of rainbow coming through the window with a big, hard, juicy-

"Applejack?"

"WHOWHATSIt- Oh howdy Lily!" Applejack returned to reality, nervously shifting her eyes side to side as Lily looked at her curiously, trying not to shift... other parts of her anatomy. "What can I do ya- do for you?" Applejack corrected herself mid-sentence.

Lily just stared at Applejack almost sweating bullets. Somehow, the farmer thought this was going to be a long day.

~~~

"SPIIIIIKE! I'M HOME! SPIIIIKE? SPIIIIIIIIKE!" Twilight shouted, receiving no answer. "He'd better not still be sleeping. It's almost noon!" She grumbled, going up the stairs towards her room. Through the foyer, past the fifty meeting rooms that totally didn't open up to different settings half the time, through the Hall of ~~Justice~~Friendship, up another set of stairs, past the window looking out on a vista of unfamiliar stars and the occasional asteroid that looked suspiciously pony-made but obviously couldn't be because that'd be silly and finally around the corner towards the branch with her room, right past the-

Twilight peered at the base of the smaller bathroom's door. There was a bigger one on the ground floor she used with the girls... big enough she was actually thinking of opening it up as a public bathhouse... but this little one near her room was what she and Spike mostly used. It was also where Spike would be taking one of his infamous bubble baths, now fortunately on a different hot water supply from the rest of the town. Even if she still hadn't figured out where the water was stored or how it was collected; just one more annoying thing about this place. But for now, she was only concerned with... a quick tug, and a tuft of damp towel slid out from under the door. Twilight rolled her eyes, lighting her horn seriously. Feel the room, find the tub, cast a small spherical shield over the water, apply a little pegasus magic to get all the air out of it, expand a few inches, and-

"TWILIGHT DON'T-!"

Dispel the shield with a smirk. Stand smugly in the hallway until Spike decided it was safe to come up, ignoring the miniature thunderclap coming from inside the bathroom. Then listen.

"Do you have to do that every time?" Spike whined through the door, "Even if my ears don't burst, they ring for hours."

"When you fail to leave a note by the front door I do. I put the board up specifically so you could leave me messages if you were going to be out of contact when I came home! Do you know how worried I get when I expect you to be here and you don't answer me?" Twilight scolded. She heard Spike sigh through the door.

"Yes, Twilight. I'll leave a note next time, I promise. Do I have to get out?"

"No, you can go ahead and finish your bath. But if this happens again, I'm going to make you Pinkie Promise, understood?"

"D-d-do you really have to go that far?" Spike asked, the door wiggling against its frame from his shivers at the thought.

"This is the fifth time, Spike. As I fail to affect your behavior with gentler means, harsher measures are required."

"But, Pinkie? Really?"

"Well I already figured out I can't take your gems away without you mooching from Rarity, so yes, Pinkie is my weapon of choice."

The door jiggled again, and she heard a splash as Spike presumably ran in fear of the thought. Twilight smiled, hoping that fear would be all the force necessary for Spike to keep her posted.

"Oh!" There was another splash, and the sound of scaled feet padding back to the door, "You've got a letter from Celestia in your inbox. It's not marked urgent."

"It must be that incomplete report Fluttershy sent. Why'd you ever send that, anyway? You know my reports are a lot thicker than just one scroll before they're done."

"Oh look at my wrist! I'd better get back in the water before I catch a cold! Achoo! Oh no, it's started already!" There was another splash, and Twilight was sure Spike was back under the water where he couldn't hear her call.

Twilight gave the door a flat look and debated for a moment creating another thunderclap over the tub... the only way she could get him to answer when he was under the water... to call him over actually saying 'achoo' instead of faking a sneeze. But she decided to give him a break after threatening him with Pinkie Pie. He was probably just worried she'd be mad over the incomplete report sending. With a shrug, she trotted down the hallway to her office.

The door opened to the gentle glow of her horn, and she dove onto her heavily duct-taped beanbag chair next to the low writing desk, levitating the letter up and unrolling it while she collected the regular mail from the box next to the door and floated it over. A quick sort... junkmail, official government postage, fanmail, and what she liked to call air-mail, as those who sent it were full of nothing but... it all went to its respective place. The air-mail and the junkmail to file 13, her shredder bucket. It shred anything she put in it, leaving only unreadable scraps. If only it didn't disappear every time Rainbow brought Tank over. She shrugged at the thought; like the super-comfy beanbag chair, it had come with the castle. She even had an official fancy proper office with a straight-backed chair and desk and diplomas on the wall downstairs, but this one was where she did most of her paperwork when she wasn't in the castle library. Because comfy.

Finished sorting the mail, she unrolled Celestia's scroll, setting her returned report off to the side for the moment and idly summoning the rest of her Dryad research next to it; she'd make an attempt at a first draft to organize her thoughts after reading Celestia's commentary.

Dearest Princess Twilight,

The research you sent me was very, very interesting. And stimulating. I realize this was sent by mistake, as it's not up to your usual quality, but it is nice to see the raw material; it gives me a sense of your thoughts as you gathered the information. I rather enjoyed reading them. After all, it's not just what the researcher learns about the world, but what they learn about themselves that matters. Still, I suppose I shouldn't ramble. I'd love to see more of your raw notes as you continue to research this fascinating new race, especially if they're as stimulating as the last batch, but if you aren't comfortable sending them, I'll understand.

Also, as to Fluttershy's offer; when you believe nothing sinister lurks in her memories or magic, if you're sure it's what you really want... go for it!

Love,
Celestia.

P.S. This is Luna, using that trick you showed us! WeI just wanted you to know I have created a copy of your report and had it framed for my room. I'll be thinking of you! Tata~!

Twilight frowned. What could be so fascinating about her report that Luna had framed it? And Celestia described it as 'stimulating?' What exactly had she put into it? She set the letter down, unrolling her last set of notes instead. Let's see, notes on Fluttershy's tree form, samples taken and their effects, the fruit's effect on Rainbow, um. She'd gotten a bit too descriptive regarding Rainbow's seeding and subsequent transformation. That was probably what they meant. Ooh! She'd even noted her thoughts on the taste of the... hrm, what to call it? Transformative Arboreal Catalyst? That'd do for now. She'd noted her thoughts on the flavor in the moment, though she'd been a bit vulgar in her opinion of its taste. It grew a bit jumbled after that but managed to focus on Rainbow's planting. The next bit was scribbles, presumably when the TAC had completely muddled her senses with lust.

It cleared up again when she started to examine Fluttershy, giving precise measurements and thoughts on structures and the limits and abilities of Dryad Puppet bodies. She had been letting her horn transfer her thoughts straight to paper, so she found the question 'what's that smell?' just before it got...

Twilight's wings rose as her pupils shrunk. Celestia. Had read. THIS!? Her eyes flicked over the last part of the page, taking in notes and figures and descriptions. Everything was there. Everything she would've taken notes on were she in her right mind. The quill had continued to record her thoughts. It was all there. But the grammar was horrendous because every line included at lest one "FUCK!" or "IT'S SO GOOD!" or "KEEP FUCKING ME FOREVER FLUTTERSHY!" as well as at least one instance where her mind went completely off the rails.

It went a little something like this: "OH NO YOU DON'T FUCKING TEASE ME BITCH I WILL SUMMON AN ILLITHID TO EAT YOUR FUCKING BRAIN AND REPLACE IT WITH A NEW ONE THAT DESIRES NOTHING BUT TO CUM IN ME FOREVER UNTIL I SWELL UP LIKE A BALLOON AND HAVE YOUR FREAKY HALF-PLANT HALF-PONY BABIES OKAY THAT'S PRETTY MEAN BUT I'LL AT LEAST INVENT A THING TO PREVENT YOU FROM FEELING PLEASURE EVER AGAIN UNLESS- oh wait, I have telekinesis, don't I? FUCKING FINALLY! YES YES YES YES YES YES YES YES YES YES YES YES YES YES!"

Twilight remained frozen for several minutes, wings extended, staining her bean-bag as she read the report several times over, imagining Luna in her room reading it while she- hrm, how would Luna masturbate anyway? Or would she just call a guard? Twilight pondered that for a minute, then looked back at Celestia's letter, blushing. Celestia had said... she enjoyed reading it. And wouldn't mind getting another. Gulping, Twilight put the scroll aside, setting that nervouciting idea aside with it. For now, she had to deal with another little problem. Fluttershy taking up pranking, especially in a way that pushed her toward her illicit desires... well, it was a bit worrying, but Twilight would be glad if it was just Fluttershy's new sexual confidence pushing her out off her shell a little. She could be forgiven. There was another, however, who couldn't be forgiven, as he'd definitely, knowingly, sent that letter.

"SPIIIIIIIIKE!"

The yell echoed down the castle corridor, through the short hall and past the bathroom... standing open, bubble bath still full, hastily abandoned mid-soak at least a good quarter-hour ago.

~~~

"Spikey-wikey? What are you doing here today? And why are you all wet and sudsy?"

"Um, I just couldn't resist the urge to see your beautiful face any longer!" Spike deflected, "And I walked by where somepony was washing their house on the way by and there was an accident. I'll go rinse off with the hose before I come in?"

"Certainly, Spikey, you're always welcome, especially if your feet are clean." Rarity smiled, "Just come in when you're done, the door's unlocked."

Spike waited until the door was closed, sighing in relief as he walked to the garden hose.

"Give her a few hours and she'll be calm enough that I won't face the Wrath of Pie for my sins." He nodded to himself.

~~~

"Thinks he's gotten away, does he?" Twilight muttered, pulling the plug on the bath, "Avoid my lecture, will he? Once Dash wakes up, I'm going to make her build a Rarity lookalike and we're going to see how he likes being on the receiving end of a good prank! And make him scrub all the soap stains out of the bathroom too!"

A grumbly five minutes later, she left behind a relatively clean bathroom and got back to her notes. For the next hour, there were few sounds other than the scritch-scritch of a quill and the rustle of paper, the first draft of a preliminary report on the Dryad species coming together swimmingly.

"Patient Zero informs me that all Dryad fruit contain powerful aphrodisiacs as well as a unique magical effect. The subject's peaches, for example, facilitate and enhance anal intercourse. I haven't been able to study the effect medically yet, but at this time I hypothesize that they cause a minor alteration to the nerves located in that area and increase the production of natural lubrication. Hrm. Note: check if they, erm, have a cleansing effect on the area. The second subject produces Zap Apples; as magical fruit from the Everfree to start with, this researcher is eager to discover what effect..." Twilight trailed off in her dictation to herself, frowning. There it was again! That thing she forgot and kept almost remembering! She forgot to ask Spike about it before his escape, and she didn't even have a checklist for today! She quickly summoned her monthly schedule... no, no major events today, just the note from... two days before? That she would be studying Dryad's for the foreseeable future. There was a meeting with Mayor Mare tomorrow to discuss Fluttershy and what that meant, but nothing today. Twilight looked back to her incomplete draft, staring at it uncomprehendingly for several minutes, her mind twisting and turning, trying to-

"Oh horseapples! Applejack!"

~~~

Applejack stared at the door of her bedroom in consternation. Somepony, it seemed, was in her room. Moreover, from the muffled moans and low, husky, feminine voice coming from within, they were in there fucking! After she stood at the market stall all day doing her darndest not to think of sex and failing more often than not, somepony getting nookie in her room when she wasn't... it was the last straw! She lifted a hoof, ready to kick the door in and demand what in tarnation they thought they were doing in her room... but paused, ears twitching, as she heard the front door of the house slam open. Granny snorted in her napping rocker downstairs as whoever it was halted a gallop and tiphoofed up the stairs. Applejack turned her eyes to her guest, coming into view; Twilight, panting like she'd just run all the way from Ponyville, which she maybe had.

"Applejack... you didn't..." Twilight's panting question trailed off, looking at the door to her room with worry. Before Applejack could respond, Twilight's horn lit and the door swung open.

They both gaped at what they found inside. Cheerilee was upside down, head lolling off the side of the bed, eyes unseeing, mouth plugged with a perforated rubber ball, two red large hooves holding her up by the belly and the fine silk rope deftly holding all four legs in place. One hoof was lifted higher, pressing a very thick dildo in and out of her pussy while a distinctly feminine red muzzle pulled its thick tongue out from between the cheeks of her ass so its owner could speak in a seductively husky voice.

"If'n yer gonna join us, I found enough rope in AJ's closet for all three of ya. If ya aint, this aint none 'o yer business, so git. But whichever it is, close th' door." Cheerilee squealed when that big tongue dug itself back into her ass, and the door slowly closed on its own.

"W... was that Big Mac?" AJ asked, dumbstruck.

"The cutie mark matched." Twilight gulped.

"And was he a...?"

"Yes, he appeared to be a she." Twilight gave AJ a shaky look, "I forgot to warn you; Dryad fruit does funny things, don't eat any until Rainbow tells us what hers does. Sorry. Wait, he found the rope in your room?"

"Never you mind that sugarcube." AJ rushed, eyes twitching from side to side, "Well, Dash owes me some new rope, I'll just have to collect it from her later. Was there anything else?"

"Erm. No, I think that was it. I'll just show myself out." Twilight awkwardly walked to the door, Applejack following her while hiding under her hat, only to split and head toward the barn once they were outside. Twilight pointedly ignored the trail AJ was leaving behind her on the way.

And then she saw the local Guard standing at the gate, presumably waiting for her.

"It's just going to be one of those days." Twilight sighed.

~~~

"Nopony knows~
The Trouble I've seen~
Nopony knows~
But Jesus~"*

"Shaddup!" The song was interrupted by the donkey in the next cell, "Lemme out 'o yer shtopid shong, pony."

"Sorry Jesus." Dash apologized, sighing as she lay down on the cot, bored again. It wasn't to be for long, however, as the door to the cell block clanged open, admitting one purple pony princess in the form of one of her best friends. Dash responded by burying her head under a pillow and groaning.

"Don't worry sirs, with that reaction, I'm pretty sure these are the real thing. So, I've heard the Guard's explanation, is there anything you'd like to say for yourselves? Dash? Fluttershy?"

Dash groaned again but sat up, abandoning her anti-lecture shield and glancing at the other cell... containing one Fluttershy with the same general leafiness as her own current body, dead on its cot, and one Flutterbat hiding sheepishly behind her mane.

"It's kind of a funny story, aheh." Dash started, rubbing the back of her head with a hoof.

Author's Note

*Pronounced "Hay-Suess" - For the uninitiated, this is a common name in Mexico and I work with two different guys with said name. In case you didn't get it, this is the donkey's name. But yes, the semi-pun off the old prison song was intentional.

Sorry no clop. Just figured I should put something out, as long as it's been. Next chapter... it'll be done when it's done. And then you'll find out what, exactly, Dash's Zap Apples did to Big Mac and Cheerilee and how Dash and Fluttershy landed in jail.

Transuerso

AN: Chapter contains some degree of Relatively Gay Butt Stuff. You've been warned.

Being a tree is... awesome. Dash decided. It was like she was taking a nap all the time. But the sun on her leaves, the wind in her branches, her roots in the dirt, all of her growing suuuuuuper sloooooowly... that felt gooooooood. Like sex good, but relaxing. Like... like she'd thought a massage was supposed to work, before Rarity actually dragged her to the spa and Lotus had ended up pounding her back and doing no good and just complaining about her not relaxing.

Rainbow wasn't sure if this same sex-nap feeling would persist when she was actually moving around, but for now, she could just be and it was super-good. She could do it for hours. Had, in fact, since the sun came up and she'd woken from her pleasure-drunk sleep. Had she actually been asleep? Did trees sleep? Or had she just been so fucked-out she didn't remember any of it? She pondered on this for a minute before deciding she didn't really care and went back to chilling. And working on her body. Her second body- the first had formed of its own accord, almost identical to her original body with some leafy accoutrements and set up to seed other ponies- which she was making especially for Fluttershy. Fuck her up the ass and taunt her about it, would she? Rainbow would show her!

She was pulled from her contemplation of revenge by a vibration in the soil. She couldn't really see in color around herself, but she could feel... vibration of the ground, their shape in the air... even something she thought might be the life force of the things around her. It was shaped like a pony, the first that'd come near her. Her picture of them was a bit blurry, but the vibration felt heavy... too heavy for it to be any but one pony. He stopped and spoke, but she couldn't make out the words, only catching snips of what he said; however she was hearing, it wasn't normal pony ears. He turned around, and her leaves shivered a little, knowing what was about to happen and bracing for impact... only to feel a gentle tap on her bark.

And then the magic hit.

If Rainbow had a mouth, she would've moaned. It felt like he'd slapped her on the rump in the middle of plowing it, and she wished her body was done so she could raise her tail and get him to do just that. But she couldn't, so she listened, and heard in the tap a simple request: one apple, please. So she let the vibration travel to her branches and shake a single Zap-Apple (she was a Zap-Apple tree how cool was that!) free.

She felt the other set of hooves before noticing him noticing it. A light set... a mare, probably... tip-hoofing across her roots in a childish manner that came across as teasing to her senses. If these two were still here when her bodies finally fell in... fifteen minutes, maybe? She decided she'd do a test drive on them for teasing her so much while she couldn't do anything back. She watched them talk for a minute, and then discerned a crunching noise... he'd bitten into her fruit. Good. She wasn't quite sure what it would do; she had an impression of something but it was complicated and she couldn't quite make it out. She hoped he'd eat the whole thing, but he stopped after just a bite. A few seconds later, he sat down suddenly.

Rainbow could feel why; he'd planted himself right on her roots, and she could feel his heavy balls clench and churn, though he kept his stiffy in somehow, probably trying not to startle the mare. He was shaking and stuttering as he spoke, and the mare started getting a bit aggressive-sounding... Dash thought she might be getting the hang of understanding speech like this, but she still couldn't pick out individual words. There was a sudden movement in the air and her apple was in the mare's hoof, then Dash heard the crunch of fresh apple being eaten again. A snarky sounding comment from the mare cut off suddenly and she sat down too, also right on Rainbow's roots. She felt a gush of moisture, but then it stopped.

And the weight on that root grew. And grew. And grew. She 'watched' the mare get bigger than Big Mac, as big as that Troubleshoes pony AJ had told her about, and felt two gigantic nuts plop right onto her, follow by a monstrously heavy cock flopping out of its sheath and quickly lifting away as it grew erect. Dash ignored the panicked mutterings from the ponies about her roots, trying to piece together what it meant... it felt like the knowledge was just beyond her reach, like she should know it but was thinking too hard to remember it, as with many of her written tests. After a second, she gave it up, 'looking' at the ponies again... and as the much bigger stallion circled the now-smaller one aggressively, she saw their 'life force' and it just clicked.

And Rainbow wished she had hooves. So she could face-hoof. Just for that, Shy had earned extra bottom time. She was brought out of her exasperation by the taste of cum on her roots. Apparently the bigger stallion had now mounted the smaller and the insertion alone had made him squirt all over her roots. That was... that was actually pretty hot. Maybe it wasn't so bad after all. The cum tasted... different. She could still taste the resemblance, but at the same time it tasted better than normal. Probably her sense of taste down there was different, but it was very satisfying. Maybe you were supposed to water Dryads with cum and not water? Rainbow would have to ask Twilight.

She settled in 'watching' as best she could the two stallions go at it, 'listening' as the larger taunted the smaller as he mounted him right into the ground, milking his cock out all over her roots. After several minutes, it was starting to drive her crazy! She was horny as fuck but she couldn't do anything like this! She just had to... yes, if she... and then just push her way...

~

Only one of the two stallions had a mind to look over as a giant Zap Apple hit the ground, rolling over onto its side before splitting open at the urging of an angry hoof... from inside. He lost the thought as his Little Princess came again, squeezing 'her' tight ass around his monstrous shaft, a whinny wrung from his throat as he thrust harder and resisted his own orgasm again, wanting to really fill 'her' up with the biggest load he could. He fell back into a steady rhythm again as 'she' came down partway, managing to look up again... and almost lost his stride. Laying on the roots was a... copy of some kind. It looked just like his 'Little Princess' flopped over asleep. And then another Zap Apple came crashing down, something that looked like Rainbow Dash ripping her way out in seconds and shucking off the quickly shriveling fruit shell.

"Morning Mac, Morning Cheerilee!" Rainbow called as she stretched, "You guys seem pretty busy, so I'll get out of your manes; Flutters and I have... unfinished business."

Cheerilee slowed a bit more, confused, until a whinny of complaint from Big Mac reached his ears and he remembered what was important; filling his 'little filly' with his load. Still, he managed to listen when Rainbow spoke again.

"Oh, and feel free to have another one, if you want to do it the other way around, mmkay?" Rainbow caught a Zap Apple that seemed to fall of its own accord, setting it in a curve of the out-of-season tree's roots, "Just let Cheerilee take the first bite. Well, gotta jet!" Rainbow grabbed the clone of Big Mac and lifted into the sky, struggling to get altitude but managing it anyway, taking off in the direction of Fluttershy's cottage.

Cheerilee shrugged and got back to plowing 'Little' Mac, making him squeal and spurt what little was left in 'her' balls all over the ground and roots again.

~

"Wait wait wait." Twilight interrupted, looking up from her scroll, "What exactly do your Zap Apples do? I'm confused."

Rainbow buried her face in both hooves with a sigh, and Flutterbat answered for her in a slightly rougher tone than normal Fluttershy.

"Eaten alone, they make you intensely attracted to ponies of your own gender. Shared, they'll make sure the second pony matches the gender of the first, and impose feelings of submissiveness and dominance... in that order."

"TL;DR, Zap Apples Make You Gay."* Rainbow groaned from under her hooves.

~

Despite everything else, Fluttershy's routine hadn't really changed. It was lunchtime for her animal friends, and she distributed nuts, berries, kibble, and the occasional fish as appropriate while gently singing to herself. The trees of the Everfree knew some very strange songs, but she would leave the mystery of how they'd learned them to Twilight, once she could hear them. It was a catchy tune though, and Fluttershy couldn't help but shake her rump with the beat as she worked.

Once all the animals were fed, she trotted around to her back garden. The smaller plants didn't 'speak' like the trees did, or know things like the song she was singing, but she could still hear them, whether they were healthy or sick, asleep in the shade or growing in the sunlight. She leaned over to sniff at a carrot that felt a little pain in its leaves, trying to figure out whether it was a blight, a parasite, or had just been nibbled on... when a pony landed on her.

A hoof pressed into her neck, forcing her head to the ground, two heavy legs striking the earth behind her, a thick cockhead pressed up against her juicy asshole already. She hadn't seen it coming; her tree was on the other side of the house, and she hadn't even felt the vibration of their steps until just now. A complete sneak attack. Something crashed violently into her hedge, but she couldn't spare a thought as to what it could've been. Before she could even react, even, a very familiar baritone spoke into her ear.

"Singin' a song like that, swishing your plot around like ya ain't got a care in the world... a pony could get the wrong idea, Miss Fluttershy."

And then his freaking LOG of a cock sank itself into her other back garden, forcing itself inexorably into her slick passage with no respect for her comfort or pleasure, all the way to the balls without slowing or stopping. Had Fluttershy still been a pony, it would've been painful. Possibly injurious or even fatal. Instead, she opened her mouth and screamed... nopony heard it, though several animals thereabouts clamped their paws over their ears. Her pussy was gushing, her anus slicking itself further in preparation for a good hard fucking, and her own cock throbbed madly in the air, as hard as it could get and almost ready to spray the ground with cum for a cool breeze.

The pony behind her only whinnied a bit, shuffling his hindlegs, his monster cock twitching inside of Fluttershy's ass, making her pussy wink at thin air and her dick drool its pre into the dirt. When she ran out of air and could only pant, trying desperately to fill her lungs, Big Macintosh leaned down again to speak in her ear.

"They might think you're a filthy little ass-slut, Miss Fluttershy." Getting it in had been easy; getting it out took some effort, but he was up to the task, dragging several inches out, "They might think you like taking big, fat cocks up your tailhole." He got another few inches back, "That you like getting your ass filled with-" He shoved back in, his heavy balls slapping against her pussy, "CUM!"

For Fluttershy's sensitive dryad body, it was too much; the thick cock up her ass, the balls slapping her clit with perfect timing, mid-wink, the sudden, forceful treatment... and the fulfillment of a fantasy long-hidden in the depths of her mind, brought out only in private with the curtains drawn.

"Big MAAAAAAAAAAAAAAAC!" Fluttershy yelled, shaking and shuddering as she came, squirting his balls with her marecum and painting the ground white, her ass twisting and sucking at the cock plundering its depths, drawing only a grunt from the pony instead of getting his cum. He seemed to barely hold on, his hips giving mini-thrusts while her ass tried to milk him, whinnying nervously with his eyes crossed while he tried everything in his power to keep from filling her right then.

After almost five minutes, Fluttershy finally slumped, her hindlegs locking in place to keep that cock right where it was while the rest of her relaxed.

"Fuck that's nice..." Big Mac panted, "I can see why you love it so much, Fluttershy."

Click... click... click... ding!

Fluttershy smirked as she came down, but quickly hid it. She couldn't turn her head with the hoof still holding her, but she managed to sound sultry enough she didn't need to add the expression to go with her voice.

"C'mon Big Mac... you didn't give me your cum. Please cum in my ass! I need it! Cum and keep cumming until your empty and my belly's swollen with your seed! Fuck me good!" Fluttershy rocked her hips, her anus twisting in a milking motion around his dick.

"Oh fuck..." Big Mac grunted, moaning, but managed to pull back, beginning a quick thrusting motion, barely able to control himself.

"Oh yes." Fluttershy called, "That's good. Mfffff. Fuck me Big Mac! Fuck meeeeeee!"

He never noticed that she went limp right after, too concentrated on plundering her rear, his balls already starting to draw up as they readied themselves to release their load. A familiar flitting sound went similarly unnoticed, at least for all of the half-second before a familiar pointed canine prick split Big Mac's sphincter, burying the slick shaft all the way up to the swollen knot in a single stroke. The tight anus wrapped around his dick, his own super-sensitive asshole being suddenly ravaged... Big Mac exploded, releasing a sound that can only be described as "SKRONK!" as his balls pulsed and squirmed, firing load after load into the puppet he had pinned to the ground, his hips thrusting wildly as his greedy butthole milked the cock that had so suddenly speared him.

Neither of them noticed a wet 'CRACK!' noise.

"Hello Rainbow Dash." Flutterbat grinned into Big Dash's ear as it flicked, his eyes rolling from the continued orgasm, an angled press against his prostate milking a few more loads out before he was finally spent, standing on shaky legs, leather-bewinged Fluttershy clinging to his hind end and grinding herself gently in his ass, "Did you enjoy being on top for a few seconds?"

He didn't answer, his breath having left him entirely, lungs greedily sucking oxygen even while his ass continued to clench and pull at her buried shaft.

"Well, you feel eager at least. Your butt does seem sensitive-!" Fluttershy pulled back a few inches and then thrust in, battering his ring with her knot, but not pressing through, moaning in delight as it clenched harder, greedy for her cum; unseen, his cock released a spurt of watery jizz into the puppet it was still lodged in. "But I told you to fuck me in the pussy! I'm going to have to punish you for that..." She pulled a hoof back, balancing precariously on the raised red rump to give it a loud SMACK! Big Dash whinnied in pleasure, bucking his hips as he came again, asshole sucking, milking Fluttershy's dick for a few seconds before relenting.

"Hf... hf... nothing to say, Rainbow?" Fluttershy finally asked, grinding her knot against Big Dash's clenching sphincter, avoiding pressing his prostate again for the moment.

"Fffff-" Big Dash tried, finding his lips and tongue slowly, "Fffffuck- Fuck- Fuck my ass..." he managed to groan out, clenching a bit to encourage Fluttershy to ravage him.

"Well... my wish is your command." Fluttershy grinned, fangs flashing, yanking herself back and then stabbing forward, battering his ring with her knot, pressing it halfway in before drawing back, cooing and moaning at the tight ring squeezing her sensitive canine prick. She could barely balance, flapping her leathery wings to stay on, as she jackhammered Big Dash's Big Ass, both of them swaying with the force of her thrusts. She didn't let herself knot him just yet, letting the thick knob of flesh press at him, fill in halfway, only to yank it back out, the sensitive flesh throbbing with anticipation, expanding and contracting as it sensed a sensitive hole to lock itself into, to breed.

Big Dash could only grunt and groan at the harsh invasion, twisting his ass as much as possible, pumping his hips weakly, trying to coax Fluttershy's thick cum into his bowels, trying to get her to press that big fat knot through his ring and lock him like a bitch being bred. His half-limp, useless dick leaked a steady stream of watery semen into the puppet under him, only held in by his somehow rigid flare.

Finally, a lucky hump pushed her knot too far in, and his hungry hole closed behind it, locking Fluttershy into his spasming rear, his cock finally slipping free to dribble what little it could onto the ground as the thick bulge pressed his oversensitive prostate.

"yay!" Fluttershy squeaked around her fangs, startled at the sudden envelopment as her knot grew three sizes, locking her firmly into Big Dash's ass, heavy balls pulsing and twitching, filling the big red pony puppet with rope after rope of her cum, unleashing literal gallons of fake seed into Big Dash's body. She humped wildly, yanking her knot against his sphincter and driving it back over his prostate, her blood roaring in her ears. As she filled him, there was a moment of pressure, as the cum backed up, but it was gone almost before she noticed it, concentrating too hard on her frantic pumping to bother with wondering about it.

Fluttershy's long orgasm was tapering off, several minutes later, even while her copious seed continued to leak into the false stallion, when she noticed something flapping next to her. Something blue and leafy and rainbowy, giving her a slightly disgusted look.

"R-Rainbow?" Fluttershy started, half-worried through her continued orgasmic spasms, that she'd offended her friend somehow, that she'd maybe taken this too fast...

"Um, sorry Fluttershy. I really wanted to stay through that... believe me I wanted to stay! That was awesome. But..." Dash gestured at the puppet Fluttershy was still filling. The entirely limp puppet, with a large puddle of spunk growing underneath. Fluttershy stared at it for a moment, uncomprehending... and then something niggling at her through her connections finally struck her awareness and she paled.

"Oh ew ew ew ew!" Fluttershy yelped, yanking herself off the puppet... and doing more damage in the process, "Thats... ew ew!"

"Yyyyeah. I don't think I made it sturdy enough." Rainbow admitted sheepishly.

"That's okay Dash mine's... broken in half. Ew." Fluttershy replied, sharing Rainbow's disgusted look now. They were silent for a minute.

"So... um..." Dash tried, "What do we even do with them?"

"Well... I was planning to use old ones for mulch. They should be fully biodegradable, so..."

~

"And that's when you decided to carry them into Ponyville... without telling anypony... and use the carpenter's woodchipper... without telling him." Twilight asked flatly, giving Rainbow and Fluttershy a scathing look.

"I thought it would be more awkward to have to explain it and probably land us in jail!" Rainbow whined piteously.

"As opposed to getting caught and ending up in jail anyways."

"Well... yeah..." Dash replied, eyes glued to her hooves.

"It was going to come up sooner or later..." Fluttershy mumbled, and joined Dash in looking at her hooves like a scolded foal when Twilight turned her expression on Fluttershy instead.

"Right..." Twilight finally sighed, "I'll talk to the carpenter about using his woodchipper for this tomorrow. You two can go... do whatever. I'm going to go have a drink. A stiff one." A purple glow unlocked their cell doors without bothering with anything so mundane as a key, and the purple mare marched out the door to her chosen poison.

"See you later Jesus." Rainbow called to her new donkey non-friend, answered only by a snore as the two plant ponies plodded out into the night, "So..."

"Yes?" Fluttershy asked, hearing the prompting tone in Rainbow's voice.

"Do you have to do all six of us? Like directly? Can I...?" Rainbow trailed off into mumbles, blushing. Fluttershy tittered.

"Of course, Rainbow. If you can talk Applejack into it, you can do her. If you know what I mean." Flutterbat blushed a little, showing her fangs cutely.

"W-Who said anything about AJ?" Rainbow demanded in a stutter, only blushing harder when Fluttershy just raised an eyebrow at her, dropping it.

"Well, if you'll excuse me Dash, I still have some animals to feed tonight, especially if I want to make my spa date with Rarity tomorrow."

"The spa? In these? Well, I suppose it's easier to wash them than replace them, unlike most of my clothes..." Dash admitted, paused, and then grinned, "Oh, with Rarity, huh? Wonder what Aloe and Lotus will think of that!" Rainbow trailed off into laughter, Fluttershy just smiling a bit worriedly as she turned aside towards her home, waving at Dash as they parted ways.

Author's Note

*I was going to link this really amusing SNL skit entitled "The Homocitrus Agenda" here, but apparently someone got whiny about the copyright and burned it off the internet. You can blame them for two weeks of being annoyed about that rather than working on this.

FYI, the Flutterclone was broken in half when the Mac-Clone hit it too hard and the Mac-Clone had a critical structural failure because the Fluttercum wasn't funneled right and basically popped his stomach open. You can expect more humorous clone deaths in the future, though I don't have any more planned during sex. There is a why, and Twilight will figure it out eventually, but it's not really relevant to the plot.

Next chapter, um, whenever... I'm not actually too confident in that last scene, I feel like I rushed it.

Prunus Serrulata

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.

Malus Pumila

"Good mornin' Twi. What brings you to Sweet Apple Acres this early?" AJ asked, "We barely finished breakfast!"

"I'm just so excited to be working on a new project! I also seem to be sleeping better- a hormone reaction to the great sex, I think."

"A-HEM! If'n y'all will excuse me, some 'o us have to be getting ta school." Applejack gave her blushing friend a glare as they stepped aside to let Applebloom pass.

"Sorry." Twilight apologized when the filly was out of sight.

"Eh, nah, 'tain't nothin she don't already know about. Farm fillies, y'know? Still, Granny'd drop her dentures if she caught us talkin' about it in front of her." Applejack explained, "But let's not stand on the step anyway. Have you had-" Applejack's inquiry was interrupted by a groaaaaaaan, sending her still-blushing friend a bemused look, "We got plenty of leftovers, if you'd like some breakfast."

"That would be wonderful. I'm just here to collect some samples of Rainbow today, if it's not any trouble." Twilight sat at the table, licking her lips at the Apple family's meager leavings... enough to fill at least another pony the size of Big Mac, surely.

"Nah, 'sfine. Zap Apples shouldn't be bloomin' fer... carry the two, reverse the... at least three months." Applejack explained, watching the Princess load pretty much everything left onto her plate.

"Two." Granny interrupted, "You forgot to count the red moonrise next week in the almanac. Y'need any more yer highness? I could rustle up a little more grub, easy."

"Oh no, Mrs. Smith, this should be plenty."

"Two, then. Still plenty of time to get your samples. If'n y'all will excuse me, the east forty won't buck itself."

~~~

"I dunno, I just... I dunno what I want." Applejack told her closest confidants, nudging another bucket into place, blushing at the lie and forcing the fantasy of a fat blue prong filling her up and- "Nnnh. Consarn it. Sometime I wish I got Loyalty instead 'o Honesty."

*CRACK!*

The apples fell easily into the buckets, not even one missing as her friends listened without comment. Applejack paused- was that- there had been a sound, she could swear. It was quiet, barely there, a strange noise somewhere between a duck's quack and a snort. Her ears perked, Applejack kept moving, listening as she continued to work. There was silence as she arranged the buckets, approached the tree... *CRACK!* but as soon as she bucked it there was another noise, like a deflating balloon combined with popping bubble wrap.

Applejack raised an eyebrow, the nature of the noise now obvious, but what did Rainbow find so consarned funny about her bucking trees? She'd already killed the least original pun long ago, so that couldn't be it. Well, if AJ's judgement of her competitive friend was right, it should take just one more- *CRACK!*

"BWAHAHAHAHAHAHAHAHAH!" And the leafy blue body trailing a rainbow tail came down from her perch at speed, not even noticing the impact of the ground as she rolled about losing her shit over... something... while AJ looked on with a bemused expression.

"And what," Applejack said, when Rainbow finally subsided to giggling, "Is so consarned funny, Rainbow Dash?"

"I'm, hehehe, they don't want me to tell you." Rainbow replied, looking sidelong at Chuck with a definite lewd smirk. Chuck being the apple tree she'd just bucked. Could Rainbow talk to her trees? Was that a thing now?

"Really." Applejack said, finally turning a gimlet eye on Chuck herself.

"Pfffffffft." Rainbow hissgiggled, "C'mon guys, you know what I'm here for, she'll hear you tomorrow anyway, why not let me drop the news? It'll be funny!"

"...Much as I object to your assumptions, RD, I would like to know what yer discussin' with my trees."

"Okay, okay, it's like this, see... Big Mac bucked me yesterday, so I know how it feels." Rainbow paused, looking to Chuck again, "Really? It's better when they do all of them? Oh man, I can't wait for Zap Apple Season. No, wait, I don't have to wait. Hey Applejack, would you come buck me?"

The apple pony had, however, connected to the dots and was laying on the ground with her hat over her eyes, blushing right down to her rump and mumbling imprecations to herself about perverted plants.

Rainbow wasn't as stealthy as she thought; Applejack heard her every hoofstep as she failed to sneak around her prone form, her target obvious. The farmpony warred with herself, her body and mind simultaneously in agreement and in conflict. Her tail was, however, on the "FUCKING YES!" side of the argument, and was flagging freely, showing her already winking twat to the predator seeking to ravage it.

"Or maybe," Rainbow breathed onto her rump, "I'll be the one doing the bucking." AJ could feel her slow, teasing advance, a hot pegasus tongue seeking her clit like its owner had sought everything in her life- with all speed and determination. But those words, that teasing tone- the argument was suddenly solved, her instinctive reaction to Dash's taunts stoking the fire from simple lust to something more familiar, though still wreathed with that sinful pink glow.

Applejack sprung from her position, deftly avoiding Dash's attack and spinning up onto her hooves, glaring and snorting, taking in Dash's confused expression, tongue still extended, without care as she leapt for the overconfident tree-pony. They went down in a practiced tangle, AJ's hooves wrapping Dash's, pinning her unprepared form down with ease before leaning down and roughly stealing the confused pony's lips with a growl.

~~~

*Ding!*

Twilight looked up, confused, tilting her head at the Zap Apple that had just lit from within with an odd noise.

~~~

A moment of inaction, and the other tongue was fighting back- darting quickly into AJ's mouth and flitting about, unable to resist the earth pony's strong muscle and instead avoiding it to attack in kind. Applejack moaned into Rainbow's mouth, her hold weakening for just a moment- and finding herself rolled off, quickly continuing that roll to her hooves and spinning to face her opponent again.

"Oh, so that's how it's gonna be, AJ?" Dash smirked, having taken her own ready stance, "I can deal with that. But as we haven't agreed to any rules for this match... hey Chuck, you know what AJ's fetish is?"

Applejack hit her almost before the words were out of her mouth, bowling her over again and sending them into a roll away from Chuck before he could spill the applesauce. Dash almost wound up on top, but AJ managed to swap them around at just the right moment, pinning the pegasus to the ground with a snarl. But then AJ found out that either Bill or Ted was just as much of a snitch as Chuck.

"Holy crap, AJ! That's fuckin' kinky." Dash smirked up at her. Her smirk only widened when she processed her full position and pulled one downy hock across Applejack's soaked juicebox.

"Goldernit." AJ managed before Dash reversed their positions, pinning her to the ground, Bucks McGillicuddy and Kicks McGee betraying her for the few moments it took.

"I mean," Dash continued, not even breathing hard, grinding something smooth and hard against the farmpony's belly, "Tying yourself up in the orchard while you're in heat and begging for stallions? That's pretty dirty. But fantasizing about Chrysalis filling you up with changeling eggs until you cum hooves-free? Wow. I am im-pressed! You know-" Dash continued, leaning in close to AJ's ear, her words barely hot breaths against AJ's sensitive membranes, "I could totally do that, you know. Make a body that looks like the bug bitch. Might have to get anatomy lessons from Flutters to get the dick right, but I'm sure I can fill you up with eggs if that's what you want, you dirty broodmare."

If Rainbow Dash hadn't been cheering her victory, as the splash against her hock indicated AJ's approval of the idea, she might have held on. As it was, she almost did, AJ's lusty growl giving her ample warning...

~~~

Twilight looked around nervously, wondering at how much impulsive behavior she was allowing herself lately... but in the end, she couldn't resist leaning up and giving the Zap Apple still on its stem a long lick before she collected it.

~~~

Rainbow swore vengeance against the egghead even as she twisted and fought, trying to come out on top again so Applejack could be properly bred. A quick extension of her wings shoved her away from being pinned, lifting them both into the air as Dash twisted, trying to get her hooves under her. A bit of pressure and pleasure was all the warning she had before the orchard was treated to a loud riiiiiip as the pressure of AJ's body lifted from hers and moved away.

Dash could only turn and stare in disbelief, meeting eyes that held nothing but fire and lust... and teeth that held one of her wings. Teeth that chomped on said wing, taking a bite out of it and letting the remainder drop to the ground.

"You bitch!" Dash could only croak in shock as AJ chewed her mouthful of pride and joy, "That's totally cheating!"

That, at least, seemed to give AJ pause, staring down at the columbia-blue feathers at her hooves, Rainbow Dash's pride and joy... and then swallowing her meal and giving Rainbow a smirk. With teeth.

"Ah seem to remember me sayin' much the same many a time 'bout them flappers. Looks ta me like the playin' field just got a lot more even. Ya don't taste half bad either, Rainbow."

Applejack could feel herself getting hotter- right, the body was just more fruit, wasn't it? Still, the shock of eating part of Dash's wing had returned some of her senses... enough to remember what Fluttershy had said that first day, and where exactly that seed had been hanging from, as Dash growled and leapt at her. She juked to the side, bringing herself around, one hoof raised to-

"Urk!" Rainbow Dash fell flat on her face, tail flagging straight up and hind-legs locking her in a presenting position as her slit and ponut twitched wildly.

"Hoo-wee, Rainbow Dash, it was only a hunch, but it looks like I found your weak spot! And how!" AJ crowed, unleashing another rough SMACK on Rainbow's vulnerable plot, watching her twitch and cum from nothing but a harsh spank, "And you know, sugarcube, I'm thinkin' it's time to see if your backside is as tasty as the rest of you!"

Rainbow's eyes widened in panic, attempting to control her panting breaths for a shout of protest, but it merely rushed out as Applejack's broad pony tongue pressed against her winking clit and the base of her sheath, sliding slowly upward, across her pussy, tucking in to her twitching twat a bit before continuing its path to her ultra-sensitive ass. AJ nuzzled her dock, tonguetip teasing Dash's sphincter, and then slid back down... and in. Dash's body convulsed, almost bucking AJ before the cowpony could wrangle her hips, lifting her hooftips off the ground to jerk and spasm as AJ's tongue plundered her rear.

AJ chuckled around Dash's clenching ponut, mercilessly eating her ass, her front slowly being drenched from the pegasus' ignored pussy as her tongue writhed and caressed. After a few (dozen?) cute orgasmic squeaks, she pushed forward again, rolling Dash up and around onto her back, never pulling her face out of Dash's downy cheeks. As the pegasus flopped down, AJ flopped her pussy against Dash's face, drenching it almost instantly. It only took a few rubs against Rainbow's nose before she accepted to call, though her work was sporadic, twitching unexpectedly every time Applejack hit a good spot and made her cum again.

By the time AJ decided to stop torturing her, Dash's mind was absolute mush again. She had no strength to resist when AJ finally slid forward, pressing her twitching hardwood stiffy against AJ's belly fluff.

"Glad you had fun, Dash, but I think it's my turn now. Giddyup!" AJ slid back, lifting herself on her knees, and then upward, pressing the tip to follow her soaked slit until she was directly above it. With a brief grin and a readjustment of her hat, Applejack let herself fall.

"Whoanelly!" AJ exclaimed, realizing quickly that she had badly miscalculated- the wooden shaft had not cum even once while she was torturing Dash, and had built up quite a load for her. Her pussy slipped past the knot easily, but was stopped in its tracks when the covering instantly dissolved, allowing the green plantflesh to swell and expand- and expand- and grow some more, pressing her to the absolute limit as the erotic liquid packed itself into the seed for delivery.

Dash howled as the seed gave up trying to contain it all, hot nectar firing out of her shaft and filling AJ's pussy, and then womb as the vine pushed through and began coiling inside. The second shot filled her fertile cavern. By only the third, her belly had begun to swell.

AJ's eyes rolled back, tongue lolling out as she was wracked by orgasm after orgasm, Dash's overfull nectar sacs swelling her womb shot by shot, inch by inch until the farmpony looked to be carrying twins. With a 'pop!' Dash's seed finally let go, the rainbow-maned puppet falling to the grass with a gasp as AJ's grinding hips lifted them apart. Barely keeping her swollen tummy off the ground, Applejack staggered away, the overswollen knot making it terribly difficult to walk. She persevered though, stumbling across the orchard for an entire half-mile before she finally reached the bare hill nearest the farmhouse.

AJ's own eyes took their last sight moments later as the bark fairly shot up around and through her, swollen belly engulfed by the thick wood as the extra sap grew her big, strong, and hearty.

Three hours later, another Apple was examining their strange new addition with its orange bark, straw-yellow leaves, and brilliant golden apples.

"Eh? Wassis now? Somepony plant another tree s'close to the house without consultin' me? Consarned youngins. Strange breed too. Well, nothin' but to try 'em."

Author's Note

Mostly porn chapter. Dunno whether I'm gonna cover the cherries or apples first...

Also: doing a thing. Want some input.