You're Going To Love Me

by MidnightDancer

Rating: mature
Tags: Fluttershy, Sex, My Little Pony: Friendship is Magic, Rarity, Romance
Length: 3484

After the events of Scare Master, Fluttershy thinks back on Rarity's behavior earlier in the night. She's not happy.

"Vampire fruit bat? Ugh, definitely no."

An hour after returning to her cottage, those words still rang in Fluttershy's ear.

Wasn't Rarity her friend? Why didn't she accept that part of her?

After a few moments of thought, Fluttershy decides to rectify the situation.

Rarity was going to love her.

NOTE: this is not a rapefic okay

Critics agree:

"Ohhh, the stuff I proofread for you" ~FoughtDragon01
"Surprisingly coherent" ~Spoilerpone
"wat" ~MidnightDancer rereading this

Published 2015-11-22 05:00:01 UTC
Last updated 2015-11-22 05:00:01 UTC

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You're Going To Love Me
by MidnightDancer

Fluttershy paced across her cottage floor. Moonlight stuttered between her legs as she crossed in front of the window, casting long shadows for but a moment before they were gone. The pegasus pulled her wings tightly to herself, biting her lip.

"It was a great Nightmare Night. I got to show my friends I can be a part of things, but that I just don't want to, and that's okay!" She turned to Angel Bunny, who sat atop a nearby step stool. "That's okay, right?"

Rolling his eyes, Angel nodded. Still, the pony continued to pace, body trembling with withheld emotion. Angel scratched his head.

"Vampire fruit bat? Ugh, definitely no."

Fluttershy winced at the memory before sitting down, letting the moonlight cascade down her waves of pink hair. "I know Rarity knows that... that when I was a bat-pony... I mean, it wasn't the best me, I guess. I was a little... out of hoof." Before Angel could even nod his assent, he was pinned to the spot by Fluttershy's teal gaze. "But she didn't have to be so... so mean about it! She talked about being a vampire fruit bat like... like it was the tackiest thing she could think of!" Her eyes widened with realization, releasing the bunny as coldness trickled down her heart.

"She thinks... she thinks part of me, part of who I am, is just the tackiest thing... and tacky is the worst thing to Rarity!"

Her eyes narrowed, and she stood again, resolutely. Trotting to a nearby cabinet, she pulled open the doors carefully, revealing the screened enclosure within. Some of the anger in her eyes faded as she smiled at the little vampire fruit bat she had rescued. "You're not so bad, are you?" The bat peeked up from its wing, chittering its agreement. Fluttershy placed some cut up apple through the chute at the top of the cage, smiling gently as the bat caught the fruit and began sucking greedily. "You're just a little animal that needs food a certain way! There's nothing wrong with that."

She closed the cabinet doors, head lowered slightly. Feeling the storm had passed for now, Angel hopped towards her across the moonlit floor. Maybe now the yellow one would feed him the carrots he'd sent her for hours ago.

He pulled up short as Fluttershy's wings shot out, now decidedly bat-like. She raised her head, smiling around her renewed fangs as she turned her blood-red gaze upon the bunny. "And there's nothing wrong with me."

With a shrill cry, she shot out the window into the night, angling herself towards the farms at the outskirts of town. It's harvest time, after all.

Angel sighed.

He was never going to get his carrots at this rate.

Fluttershy swooped through the trees at the outskirts of Sweet Apple Orchards, being as quiet as she could. Luckily, the solid membrane of her bat wings was more suited to silence than the fluttering of her feathered wings. A gentle breeze picked up, and at the scent of the fruit she felt the desire for the apples well up in her, a heat from her stomach to her neck, and swallowed it down. I can't destroy the entire harvest again. She kept to the outer rim of the orchard, plucking off Honeycrisps and Pink Lady apples from the furthest trees; knowing if she got too close she was at risk of waking the Crusaders, who were sleeping over at the farm this Nightmare Night.

Snagging what she promised herself would be the final apple—for now, at least—Fluttershy flew up near the cloud layer, long fangs sinking into the flesh of the apple. She sucked greedily as her eyes scanned the town, trying to pick out the distinct form of Carousel Boutique. Swallowing the sweet juices of the apple, her hunger was sated for a time, and she tossed the withered apple into the stream running into town, the small sploosh muted against the distance.

There! She spotted the spires and twirling exterior decor of the boutique quickly, her fangs glinting as she smiled.

Another scent came on the wind, and she turned her head away, distracted. It was the smell of carrots, wafting from Carrot Top's farm, and Fluttershy felt a pang of regret. I never did get Angel his carrots. And he was such a good boy tonight... Silently, she angled her wings towards the farm, landing gently by the farmer's patch. Oh, this is just stealing... Applejack will understand, but Carrot Top might not... She bit her lip, drawing blood that she absently licked away. I'll just pay Carrot Top in the morning. Nodding to herself, the bat pony nosed over the outer line of the planted carrots, snuffling at their bushy tops.

She set her teeth around one of the protruding green tops, and pulled. The carrot stubbornly refused to budge, and she pulled harder, digging her hooves into the soft earth around her. With a final yank, the carrot came free, and Fluttershy flew backwards, tumbling end over end into a thick stand of trees. When the world finally righted itself, she found herself dusty and a bit muddy at the banks of a burbling woodland stream, carrot still dangling from her mouth.

Oh... oh my gosh. She raised the carrot in her hooves, blinking at it. It easily ran half a foreleg long, the top of it being nearly as wide across as a hoof. Standing, she glanced at her own coat, and winced. Covered in dirt and mud, she sighed, nose nearly scraping the ground as she drooped. I'm filthy. That's a good way to get Rarity to never accept this. Her fluffy ear flicked at the rush of the stream, and she smiled.

A few minutes later, a very wet Fluttershy emerged from the stream, along with a well-scrubbed carrot. Smiling with renewed confidence, Fluttershy trotted downstream towards town, carrot bouncing happily below her muzzle. There. I'll fly most of the way and that will dry me off. Just... I'm so thirsty... She glanced around, looking for fruit, but finding none. Sighing to herself, she angled her hooves towards a still, wide pond the stream fed into on one side and left on the other. She set the carrot down gently on the bank, leaning over the water for a drink.

And then paused.

The first time she had seen her reflection as a bat pony, she had been horrified, and rightly so. Now, though... now, without those base animal instincts to be jolted out of...

She gazed upon the wet mane slicked to her head, the wet fluffy ears, and the piercing red eyes. Turning sideways, she admired how perspective made her legs appear to go on forever, hind ones terminating at a shapely, rounded flank upon which sat the batty perversion of her cutie mark. She giggled, flicking her wet tail and sending silver droplets through the air. I'm... I'm sexy. I wonder if Rarity will think— Even though she cut the thought off firmly, heat was still rising to her cheeks. Oh... oh my. The heat spread as she thought again of where she was going, and the mare that lived there.

Her tail flicked again, more languidly, the long end rubbing against her marehood. Stifling a moan, eyes scrunched shut, Fluttershy gave herself over to it. Panting, she rolled to her back on the grassy embankment, hoof running down her slick coat to her slicker vulva. Tentatively, she pressed her hoof to her clit, running it in gentle circles and making her back legs shake. Her wings shot out beside her, and a sudden resistance against her right wing gave her pause.

The carrot.

It sat beside her on the embankment, clean and shining in the moonlight. A thought entered her head, and she blushed even harder. It's... it's for Angel Bunny, though... She blinked at it, unmoving, for a moment before finally deciding. I... I'll just buy him one tomorrow. He can wait. Greedily, she lunged for the carrot, fumbling it between her hooves. Sharp teeth tore off the bushy top, and with a deep breath, she lowered it to her leaking marehood.

Spots of light exploded before her eyes as she eased the massive carrot between her nether lips, hips giving small involuntary bucks to push it deeper. A small moan escaped her as all but the final inch sat firmly in her quivering cunt, and she laid back, panting as she got used to the girth. She felt herself tighten around it, and she stifled another moan as her pussy throbbed. Reaching down, she began pumping the vegetable inside herself, see-sawing it back and forth. She angled it upwards slightly towards her belly, pumping harder and faster as it rubbed that one interior spot that always sent warm tingles up and down her body. The carrot slid ever easier inside, helped along by her dripping juices.

A roiling mass of heat built in her belly, sending electric tingles up her spine and down her legs, and she pumped harder, imagining Rarity's smooth slit in front of her. A final thrust, and she cried out, not bothering to muffle herself as she came. Her cum squirted around the carrot, so hard it slid from her gushing cunt as her forelegs shuddered and fumbled with her orgasm.

She laid on the bank, not caring if anypony were to walk by, allowing the bliss to trickle through her body. Licking her cum from the carrot, she giggled.

Rarity is going to love me.

The unicorn shivered under her covers, goosebumps running up her spine. Goodness. I suppose somepony must be talking about me. Smiling to herself, she snuggled down deeper. I suppose my costume would have made... quite a splash! She frowned slightly. I must be awfully tired to be punning to myself.

Thus ignorant of the extended evening capers of Fluttershy, Rarity allowed her mind to drift in preparation for sleep. She was warm, she was safe, and had banished any lingering thoughts about Fluttershy in a tight black dress. All was right with her world, and she descended towards sleep quickly.

tink

Rarity's ear flicked, but she remained unmoved.

tink

The small sound began to pull her from sleep. The evenings festivities had left her hyper-aware of her surroundings, and her ears swiveled towards the window.

TINK

Blearily, Rarity blinked away sleep, rising rather grouchily from her bed. If this is Sweetie Belle and her friends playing some kind of late Nightmare Night prank, I swear... She opened the window, glancing around at the sleepy world below with half-lidded eyes before she was forced to step back as hooves alighted on her windowsill.

The moon backlit her visitor, wickedly sharp-looking wings silhouetted against the night. Faced with the shadow, Rarity instinctively lit her horn, gentle blue glow banishing the darkness. She blinked at what was revealed, now fully awake.

"Fluttershy?"

Rarity backpedaled quickly as Fluttershy let herself into the room, folding her wings and smiling around, oddly enough, a carrot gripped between her teeth. The unicorn composed herself, walking carefully towards her friend. "I... is this a costume? If so, it's marvelous, though I must note with regret that this is a bit late coming." Her nose wrinkled, taking in her friends' changed scent. It seemed muskier to Rarity, and her gaze turned to one of concern.

Fluttershy set the carrot down on the dresser, licking her fangs. "It's not a costume, Rarity." She scuffed a hoof across the floor, suddenly feeling very foolish. "I..." She trailed off, letting her eyes roam over Rarity's form. She must have been in bed. The unicorn's white coat gleamed, tumbles of fluffy, unbrushed mane laying against her neck. The heat rose in Fluttershy's nethers once again, and she rubbed her back legs together absently as she drank in the sight of a sleepy Rarity.

"Is... something the matter? Were you bitten again? I must say, you're quite composed compared to your previous, ah, transformation. Shall I get Twilight? We simply must fix this." Resolute, the unicorn trotted to her friend, laying a hoof on her back. "Everything will be alright. We'll get rid of this... well, this."

"No."

The word hung in the air for a moment, as though Fluttershy were tasting it, trying it on for size. More confident, she matched her red gaze to Rarity's blue one. "No. This is part of me, Rarity. You're saying this... this part of me is bad, or needs to be removed, but I don't agree with you."

Caught in Fluttershy's gaze, Rarity swallowed hard. "But, darling, you look so... so beastly..." Rarity squeaked and jumped back to her bed as Fluttershy's wings shot out again, gaze turning angry.

"I do not." Pacing towards the bed with a nearly predatory gait, Fluttershy smirked. "Look at me, Rarity. Really look."

The unicorn swallowed hard around a sudden lump there, illuminating her horn further. Fluttershy turned languidly in front of her, fangs poking out of her smile. "I... I am looking, and I'm just not sure what you want me to... to see in this..."

"See this?" Fluttershy ran a hoof down her own neck, over the swell of her chest. "And this?" She turned again, slowly, reaching back and smoothing a hoof down over her flank. Her tail flicked from side to side excitedly. "Y-You can't tell me I'm not sexy like this, Rarity. I know, b-because I looked." Internally cursing her stuttering, Fluttershy squeezed her eyes shut.

Presented with Fluttershy's flanks, Rarity's horn-light stuttered for a moment. "Well, I... I don't know, I shouldn't think I should say..." She stopped her mouth, utterly confused. A blush rose to her cheeks as Fluttershy's twitching tail revealed her glistening marehood for a moment, the scent of her hitting Rarity fully and sending electric sparks down her spine.

A giggle broke her out of her reverie, and she quickly snapped her eyes away. "Oh, Rarity. You were s-staring." Fluttershy started her advance again even as Rarity backed across her bed until she hit the fluffy pillows at the head. Taking a deep breath, Fluttershy steeled herself internally and leaped lightly on the bed, laying on her stomach by the unicorn's hind legs. "I-It's okay that you were. I stare at you, too, when you think I'm not." Ignoring the flush of embarrassment on her face, she continued. "But I... I think you're fooling yourself, pretending I'm some sort of monster right now. And... I didn't appreciate how you acted like being a vampire fruit bat is tacky or gross. Because I'm not."

Rarity looked down, gazing over Fluttershy's long legs and membranous wings. Her face burned with the same embarrassment she saw on her friend's face, and she composed herself as much as she could. "I... perhaps I was hasty with that judgement, but this is just so different to how you normally look... I suppose there is a certain grace to you that carries over, but..." She trailed off, pulling her front hooves to herself and pressing them together, trying to ignore the fire burning inside her.

Fluttershy nodded. "Okay, Rarity. If you want me to go, if you can honestly say you don't want me right now, I'll go. But I just want to prove to you that... that this isn't bad. That I can be everything I always am and more." She shrugged, almost nonchalant. "So if you want me to go, just say so. But if you want me to stay... show me." Fluttershy stood on the bed, leaning over her friend and putting her mouth beside her ear, dropping her voice to a husky whisper. "And just so you know, that carrot over there is c-covered with my cum. I came thinking about you, Rarity."

With that, Fluttershy turned her back to Rarity, standing still on the bed. Rarity stared for a bare moment, cheeks on fire, before throwing herself belly-first on the bed and letting her nose go ever closer to Fluttershy's tail. To hell with ladylike. Shivering with desire, the unicorn let her tongue out, pressing it flat against her friend's clit. Fluttershy moaned, spreading her hind legs slightly and moving her tail to fully present her dripping cunt to Rarity. Rarity's tongue worked its way upwards, lapping around and then inside. She settled into a thrusting motion with her tongue, savoring the creamy tang to Fluttershy's cum.

Fluttershy lowered her front half to the bed, leaving herself fully exposed to the unicorn. The tongue working her pussy shot warmth through her body, and her hind legs shook. "R-Rarity..." She felt a hoof plant itself on either flank, and the tongue worked higher, lapping now at her puckered asshole. Squeaking, her wings shot out beside her, a forehoof groping backwards to massage her clitoris as Rarity continued to tease her ass.

The tongue ran over the base of her tail and up her spine, Rarity's soft fur rubbing against Fluttershy's as she was forced to her belly on the bed. Fluttershy moaned again as Rarity ran a hoof along the bones of her wing, caressing it as she moved to kiss Fluttershy's neck. Holding the bat-pony close, grinding her pelvis to her friend's back, Rarity took her turn to whisper huskily.

"That's a yes, darling."

Fluttershy rolled beneath her, pulling the unicorn close with her legs and wings as their lips found each other. They kissed deeply, Rarity extinguishing her light spell finally and replacing it with a manipulation spell, rubbing her magic firmly against Fluttershy's clit. Moaning into Rarity's mouth, Fluttershy brought a hind leg up between Rarity's legs, rubbing roughly against the unicorn's cunt and delighting at the wet trail left on her leg. Rarity pressed herself back on the leg, sliding her pussy up and down as she kept up the insistent pressure on Fluttershy's clit. Panting, the two broke their kiss, and a feral growl escaped Fluttershy.

"Oh, Celestia... just fuck me, Rarity."

A jolt of need, hot and sticky, ran through Rarity at her friend's words, and she turned to present her throbbing, slick marehood to her friend. "Mmm, return the favor?" Fluttershy eyed the puffy lips of the unicorn's vulva, and let out her tongue hesitantly, catching drops of Rarity's arousal on it. She dove her face in, licking and sucking at Rarity's swollen cunt, feeling the juices begin to dribble down her face and neck as the unicorn began to grind against her face.

Rarity's eyes flicked around the room, then came to rest on the carrot. With a heady giggle, she levitated it to herself, sniffing it. "Oh, you weren't lying, were you? This carrot was soaked in your cum." The growl and nip to her pussy lips was all the confirmation she needed, and she brought the carrot against Fluttershy's lower lips, parting the folds and sliding up her cunt easily. The vibration of Fluttershy's moan set her on a fresh wave of arousal, shivering as cum began to drip from her slit to Fluttershy's mouth.

The unicorn felt her ass being pushed upwards even as she continued to thrust into the quivering marehood beneath her. She felt fumbling, then suddenly the hot pressure of something very large pressed against her opening. Biting her lip, Rarity's levitation flickered, interrupting her tempo. "Oh... what in Equestria..." Her question was answered as her opening was stretched open, allowing passage to part of Fluttershy's front hoof. Moaning, Rarity pushed back instinctively against it, pressing more and more of it inside her. Stars took over her vision, and she fucked Fluttershy harder, pressing the carrot deeper and deeper as Fluttershy returned the favor.

The ponies rode each other, both bringing their mouths to each others clits as their orgasms built. With a cry, Rarity came first, soaking Fluttershy's leg and face with her juices. Bucking her hips to keep up the tempo, Fluttershy whimpered. "Please Rarity, please please, I'm so close, make me cum, please..." Sated, the unicorn lifted herself off her friend, continuing to lick and suck at Fluttershy's clit as the yellow pony pawed at the bed violently. "Oh..."

The bat-pony shook, hind legs kicking wildly as she came on both the carrot and her friend's face. Rarity slowed her pace, letting Fluttershy ride her orgasm down gently, before removing the carrot and crawling up on the bed beside her friend. They kissed again, sharing each others juices across their tongues. Panting, Rarity smiled at Fluttershy, levitating the carrot between them.

A second later, a slow, answering smile spread across Fluttershy's face.

A little later, the moonlight shone through the bedroom window of Carousel Boutique onto two full, slumbering ponies, with nary a carrot in sight.

Author's Note

i wrote this whilst high off my tits on migraine medication

enjoy