Lookin For Love (In All the Wrong Places)

Chapter V: Heat of the Night

"Hold on Tree, we're almost there." Fluttershy continued to chirp, listening for the echo to bounced off what she could only assume was glass. From what she could guess she was no more than a couple minutes away from the tree house, or at least what she thought was the tree house. Thankfully the trip had been uneventful, Tree Hugger kept mostly still even though her moaning was getting a bit louder than she would have liked. The raptors seemed to only pursue her a couple miles at most before giving up entirely and the fact they were in the air meant following them by scent was going to be difficult for Saw-tooth.

It seemed most of their immediate problems were dealt with, but once she settled down there were going to be a few more. Tending to Tree's medical needs were a top priority, her body was riddled with bruises, abrasions and small cuts. There were several long lashes across her back that cut deeper than she first realized and were in danger of becoming infected. Then there was the toxin Sadis injected into her. She knew Tree had packed away a few antidotes for some of the more common poisons they could run into, but not being a botanist there was serious doubt that she could figure out exactly what potion was required.

Those are only the short term problems... Fluttershy thought.

There would be no telling how emotionally distraught Tree would be once the spell on her body and mind was broken. Not even counting if Sadis caused any internal damage to her. Then there was the proverbial long term elephant in the room; both of them had been sexually assaulted and while she knew she could probably write hers off as a bad nightmare, she had no idea how Tree would react. Or...if she would ever forgive her for letting it happen.

He mind drifted off for a brief moment as she passed over what she could have sword was a roof of some kind. She turned around and looked straight down at the canopy below. There was a jumbled up layer of dead tree branches with a few wooden shingles poking through the debris.

"This must be the place Shulan mentioned." Fluttershy closed her eyes and chirped a few times. Below she could just barely make out the shape of a tree house. It seemed to have fishing nets strung around the outside with vines and tree branches growing around it to block view of it from the ground. She could just barely make out something that looked like a door handle and a single window on the left side of the building. She would have to get closer to inspect the building visually.

She lowered herself down through the canopy, moving slowly to not catch herself or Tree on any stray vines. As she lowered herself she noticed something very odd, the powerful flaps from her wings were making the foliage...ripple, as if it were made of water. She reached forward and her entire hoof phased through the foliage entirely as if there was nothing there at all.

Some kind of illusion maybe?

Fluttershy pressed forward, phasing through the brush entirely. Below her was a little wooden platform maybe five feet across and four deep surrounded by railings. Hanging over one of the railings was a rope ladder that seemed to be hanging over the edge, but seemed to turn invisible halfway down the tree trunk. There was a closed door on the other edge of the platform with a small wooden latch and a slit at the top.

She slowly lowered herself to the platform, making sure to keep her wings going just in case the wood couldn't handle their weight. As she landed she noticed that it was surprisingly sturdy, not so much as a single creaking sound as she touched down.

"Nhhhgg!" Tree gritted her teeth.

"We're here Tree, let's get you inside." Fluttershy picked Tree up by putting her head under her belly and lifting her onto her back. She opened the door and walked in.

"Wow!" Fluttershy said aloud.

She almost couldn't believe her eyes. The tree house had two rooms, one seemed to be a restroom of some kind and the rest was a single living area. There was a queen sized bed in the middle against the back wall, on the right was a cauldron and wood burning furnace. There was even a working fridge in the back left corner. She looked directly above her to find a single faintly glowing yellow crystal, which seemed to have a few wires go out in all directions including one to the fridge and one to a lamp on a small table beside the bed.

"Hmm she mentioned it was uninhabited, but this looks like somepony, or something is living here. Well, either that or they left the place immaculate and never came back..." Fluttershy mumbled to herself.

"Ahhnnn~" Tree Hugger moaned.

"Right, I need to get you fixed up." Fluttershy walked to the left of the bed and gently rolled Tree Hugger onto it.

Tree immediately began to moan loudly as she rubbed her sex in an effort to relieve herself, panting loudly as she tried.

Fluttershy then lifted the saddle bags off her back and set them on the floor. She slowly began to rummage through the contents until she came across what looked like a med kit. She lifted the small white box out of the bag and set it on the floor. She then opened it to inspect its contents.

"This isn't good." Fluttershy groaned. There was only a little bit of rubbing alcohol, one antidote and a few small bandages left. The wand she had seen Tree using on her was still there, but it's crystal like glow was faded, as if it had lost quite a bit of its power.

"Drained power eh? I wonder..." Fluttershy grabbed the wand with her mouth and lifted it toward the small faintly glowing yellow crystal near the ceiling.

The crystal glowed bright yellow and a bolt of electricity struck the tip of the wand, making Fluttershy drop it out of shock. The wand fell to the floor and rolled a couple of times before coming to a stop at the base of the bed. Fluttershy leaned over, being careful to keep her distance. The wand seemed to have it's former glow and sheen restored, but she wasn't too sure about if there was any aftershock. She slowly pawed at the wand for a few moments with her hoof, like a cat would yarn before picking it up in her mouth.

I can't believe that actually worked. Fluttershy thought to herself. "Now , if I just run it over Tree's wounds, then they should heal up right?"

Fluttershy moved to the left side of the bed and leaned over, running the wand over a small cut on Tree's shin to test it. the wound closed up in a few moments, leaving a small puff of what looked like water vapor as it closed.

"Good, first things first, that bite wound." Fluttershy set the wand down at the end of the bed and rolled Tree Hugger toward her. She then bent over Tree and started to remove the bandages around the bite wound, making sure to be as gentle as possible. As she removed the bandages a rancid reek hit her nose, as if she had just nose dived into a sewer. It was a combination of what smelled like alcohol, rotted garbage and crushed Silverleaf, which while able to treat a wound was not exactly the best for keeping infection away. She removed the last of the bandages, letting the Silverleaf fall on the bed.

"This is pretty bad..." Fluttershy stared at the multiple puncture wounds on Tree' Hugger's leg. Most of her cutie marks was effectively gone as it had significant sheering damage and deep puncture wounds all through it. The sheering damage was deep enough in some spots to see some exposed leg muscles. Thankfully it didn't look as if infection had set in, but there was no guarantee how long that would last.

She's one tough mare to be in severe heat like this with a wound this serious. I wonder if the toxin has a pain killing element to it?

Fluttershy turned to the saddlebags, digging around in them for whatever she could find that could be used to disinfect the wound. "Huh, there's some Ochu root in here. I wonder when she picked this up? They aren't native to Equestria." She lifted up the root and inspected it closer, making sure it was what she thought it was. The root has an alkaline smell to it and a brown fuzz all up and down the length of the root. She knew Ochu root excreted a powerful antibiotic, but had the side effect of hurting like hell. It could also be eaten, but tasted like rancid radishes and took forever to take effect orally.

"Yeah, this is Ochu root alright. Now Tree, this is going to smart...a lot, but I need you to bear the pain and hold still." Fluttershy held the Ochu root above Tree's wounds and squeezed it. A thick white pus drained out of the root and onto the wound, seeping into the deeper ones as it drenched her back leg.

Tree made the slightest whimper, but it somehow came out as a half whimper-half moan. After a few more seconds Tree went right back to rubbing herself, her moans growing ever louder.

"I guess that toxin does have pain killers in it." Well, either that or Tree was much tougher than I thought. Fluttershy tossed the root aside and picked up the wand in her mouth. She ran the wand over the area a couple times, making sure to keep it hovering over the deeper parts of the wound for an extended time. The wound didn't exactly seal up, but some healing had occurred. She could no longer see the exposed muscle from before and the puncture wounds were no longer as deep. Even bits of fur and some of her Cutie mark had come back.

"I guess that's enough for now." Fluttershy set the wand back down at the base of the bed and reached into the first aid kit. She pulled out the few bandages she had left and began to wrap up Tree's back leg. Tree on the other hoof seemed completely oblivious to Fluttershy trying to help her and took the couple times she almost bumped into her belly as a sign to spread her legs, making bandaging her that much harder. Unfortunately, she just barely had enough to cover the entire wound in a single layer. She finished up by double looping the ends and tying the bandage down as tight as she could without cutting off blood flow.

"Those back wounds need attention as well. I need her to stand up though." Fluttershy paused for a moment, how could she get Tree to stand up so she could get a better look at the lashes on her back. She could stand her up forcefully, but there was a chance she would just lie down and continue to rub herself. She tapped her hoof on her chin for a moment when she got a idea, although one she wasn't a hundred percent comfortable with.

"Well, I guess this is the easiest way." Fluttershy rolled Tree onto her belly, the mare still furiously rubbing her sex. She then covered her eyes with one leg, blushing furiously, reached out...and gave a sharp smack on Tree's ass.

"Yes, mount me!" Tree yelled, lifting her backside up into the air, bracing herself with her front legs and spreading her back ones in preparation for what she thought was oncoming penetration.

Fluttershy blushed. "Oh...my." Tree had her rear high into the air and was panting heavily while staring at Fluttershy with lust filled eyes.

"N-no, no. No, umm, bumping fuzzies. I just need to inspect your wounds with a little bit more light" Fluttershy explained, though not having much effect.

Tree Hugger didn't seem to understand a word she said, only the slap on the rear and the possibility of sex.

Her mind is that far gone. She doesn't even know I'm here... Fluttershy thought.

Despite this Fluttershy got up on the bed and stood over Tree, examining the wounds on her back. "These look bad, but they are kinda shallow. Shouldn't be too much to heal these." Fluttershy jumped down from the bed, much to the disgruntled protest from Tree. She checked the medical box again, picking out a bottle of rubbing alcohol and some cotton swabs. She then set them on the bed and hopped up, Tree's eyes widening as if sex was still on its way.

Fluttershy sighed. I wish she was of sane mind, would be nice to have the real her here right now. "This may sting a bit." Fluttershy opened the bottle of rubbing alcohol and placed the cotton swabs on top; tilting the bottle a bit to soak them. She continued doing this for a few minutes, making sure to clean out each wound thoroughly.

"Now, to seal up the wounds." Fluttershy returned the remaining cotton swabs and rubbing alcohol to the medkit and picked up the wand at the end of the bed. She slowly ran the wand across Tree's back, watching closely as the wounds closed up and her coat growing back.

"Well, that's the serious wounds handled." Fluttershy inspected Tree, noting the spots where she had bruises and abrasions and running the wand over them where she found them. There was just one more spot to check for wounds, it wasn't exactly a spot she wanted to check.

I..I really don't want to look there. Even more so that it will turn her on something fierce.

Fluttershy set the wand down at the base of the bed and coaxed Tree to lift her rear toward her. Tree complied with an ecstatic smile on her face, most likely expecting something completely different from Fluttershy. Fluttershy put both hooves on Tree's outer labia, the mare moaning in excitement. She then slowly spread her lips apart.

"Yeah, eat me !" Tree yelled excitedly.

The smell hit Fluttershy in the face, the mare musk coming from Tree was far stronger than she could have ever imagined. However, it was oddly...arousing. Bad Fluttershy, this is a medical examination. No time for that! She then moved the lips further apart to inspect the inner labia, vulva and clitoris for damage. From what she could tell there didn't seem to be any bleeding or swelling. The only thing left to check was the vaginal tract, Fluttershy apprehensively moved her hooves in a little closer and then spread Tree wide.

"Ahhnnn~" Tree moaned loudly.

From what she could tell there didn't seem to be any damage inside her either. The smell however was nearly overwhelming. There was even the tiniest urge to...lick her down there, but she managed to resist the urge. Mentally berating herself in the process.

"W-well, you don't seem to have any internal damage. At least not...down there. You can go back to rubbing yourself." Fluttershy jumped down from the bed, picking the wand up and putting it back inside the med kit.

Tree, moaned in protest, but seemed to not care moments later as she got back to rubbing herself.

"I really wish you were of a sane mind right now, Tree. I could really use your help finding a cure." Fluttershy sighed and dug out one of the botanist books from earlier. She started to turn through the pages, looking for any herb or seed that could cause the effects Sadis mentioned. As she turned the pages, she noticed that her fur was still ruffled and on end in certain points.

"Right, I'm still...a bat I guess?" Fluttershy stood up and walked toward the window, staring at her reflection in the glass. Her pointed ears, her coat ruffled in some spots. Her front fangs extended just a little bit past the top part of her jaw. Her eyes kind of bothered her though, the blood red color made her feel very uncomfortable, like she was one of the villains she and her friends have dealt with in the past. Then there were her wings, sure they didn't require preening, but she felt exposed without her feathers.

Then there was the feeling of overwhelming raw power she got. It was almost intoxicating how strong, fast and capable she felt. As if she could even take down Saw-tooth in this form. However, it's probably also part of the reason that Tree didn't recognize her.

"How do I turn it off?" Fluttershy asked herself, staring down at her hooves.

You will be this way for a half day at most...unless you want to be this way all the time. Fluttershy heard a voice in the back of her head. A very strong, feminine voice. A voice that sounded like one of those old B movie mistresses.

So...what are you exactly? I thought Twilight mostly fixed me. This is the first time you have spoken to me. Fluttershy thought.

I am you. I am the primal version of you, the part of you that gets things done when time get tough. I am the assertive part of your personality that you try so hard to suppress. the voice replied.

I understand and I thank you for that, had you not come out when you did; me and Tree would have both been killed. So...do you have a name? Fluttershy thought back.

You can call me Flutterbat, though I am still you so that distinction is pointless. Flutterbat replied.

Fluttershy stared into the glass once more. "Flutterbat, huh? I guess I can get used to this form, at least when it's needed."

***One Hour Later***

"Graahhh! Hnmnn! , Nah, ha ...ha!" Tree moaned loudly as she tried desperately to relieve herself. A pained expression on her face as she gritted her teeth, her sex winking rapidly.

Fluttershy turned to her friend, a worried expression all over her face. She had seen this earlier before Sadis raped her. She couldn't imagine being in such agony herself, but from how Tree Hugger described it, it was noting short of torture. Your body going into painful convulsions, especially in the nether regions, the shortness of breath, the feeling of your insides grinding up against itself seeking relief; all the symptoms Tree mentioned seemed to be occurring again.

She had been looking through a couple of Tree's books in an effort to find a cure for Tree's affliction. She had come across a few plants that could potentially cause the problem and the cures, but none of them were exact matches. Sadis had mentioned it was the seeds of a plant and some other unmentioned process, sadly none of the plants she had read about came close to doing the kind of effects Tree was experiencing.

Multiple times she wished Tree was of sane mind, to help along the process since botany was not exactly her best skill. Sure, she knew enough to get by, but nothing compared to the years of knowledge Tree had accumulated. What was worse is she was on a time limit, if she didn't find a cure soon Tree was at risk of heart failure. She could go ahead and just cure her the way Sadis did, but that option didn't sit right with her in the slightest.

"Maybe there's another book somewhere I haven't checked yet." Fluttershy stood up, closing the book she had open on the floor and rummaged though the saddle bags. She felt a smaller book at the bottom of the bag and pulled it out. However, she dropped it immediately when she noticed something pink and worm like was stuck to the side of it.

"What is that thing?" Fluttershy stared at the object. From what she could tell it was some kind of double sided dildo.

Why would Tree have such a thing on her, unless she was planning on... the thought that Tree was planning on their date possibly going that far on the first day made her blush furiously. Then again, merely two days into their travels they could barely keep each others hooves off one another. She wasn't sure if this was true love or just the seasonal hormones getting in the way, in either case Tree predicted they would get along well enough to possibly go that far. She knew deep down she wasn't wrong, just he idea Tree predicted her so well was telling to how close she knew they were.

The dildo on the other hoof was kind of scary to look at. It roughly measured forty or so inches in length with what looked like some kind of wide rubber washer in the middle section dividing it into two twenty inch sections. It seemed to be bigger in girth than what an average stallion would have, but not by enough to to be overly uncomfortable. Up and down the entire shaft on both sides were little stud like protrusions in the shape of domes. She had seen something similar before in a few shops in Ponyville, though it was usually outside of her budget to get one for herself.

Her focus turned from the dildo to the book she had dropped. "Oh, this is..." On the cover of the book were two mares, one was near the others sex performing what looked like cunnilingus on the other. The other mare had her head thrown back and was visibly blushing, her mouth open in what she could only assume was a depiction of a moan. If the gold picture on the front of the book wasn't an obvious give away to what the book was about, the title on the cover was a plain as day.

"Beginners guide to filly fooling, mastering the lesbian arts?" It hadn't occurred to her that Tree might be new to the whole filly fooling thing. Then again, she was new to it as well; as well as sex in general. She knew some of the basics, though rubbing herself off wasn't something she did too often; at least not with as many animals in her home coming and going.

She opened the book past the index to the first page, where it gave a brief introduction to filly fooling. Fluttershy began to read aloud."The first step to both parties getting off is mutual trust and a knowledge of each others like and dislikes. Speak with your partner to find out what they will and will not accept and make sure to always have a safe word." Fluttershy stared over at Tree in the bed whom still seemed in great discomfort.

May as well ask... "Tree, is there any thing you don't want me to do to you?Ummm...sexually I mean?" Fluttershy asked apprehensively.

Tree replied with her typical groans of discomfort and a few light moans, still not noticing that Fluttershy was there.

"Well, that went about as well as expected." Fluttershy continued to read. "Once this is established remember that no means no. Consent is very important, sexual conduct or contact without consent can damage a relationship or in extreme cases be classified as rape."

"I know that much." Fluttershy thought about the situation she was in for a moment. If Tree Hugger's mind was addled, there was no way she could consent to her performing any kind of sexual acts. She knew that she was running out of options and time, but just taking her friend while she was unable to realize it just felt wrong on so many levels.

I would be no better than Sadis if I took her the way she is right now... Fluttershy thought.

There's a key difference. Sadis's entire point was to dominate, hurt and eventually kill. You on the other hoof are there to help her out of a possibly fatal situation. Flutterbat's voice said.

I still don't feel very good about it. It just feels wrong on so many levels, especially since I was so worthless and let her get raped twice. Fluttershy thought.

I'll put it another way; would you rather her be angry at you and eventually patch things up or have her die? Flutterbat said in a definitive, yet stern tone.

"Oh...oh no." Fluttershy glanced over at Tree and watcher her for a few moments. She was still very much in pain, her efforts to relieve herself not doing her much; if any good. If she couldn't find a cure for her then the only other option left to her was to commit to intercourse. The thought of Tree dying was far worse than just the thought of Tree being angry at her. Being angry is a temporary problem after all, death is a very permanent and irreversible problem.

"I guess that's it then. I have to stabilize her that way. I'm not very experienced though..." Fluttershy looked down at the book and realized she didn't need to be experienced; she had a guide to another mares body right in front of her. Fluttershy picked the book up and set it at the base of the bed and turned the page.

"Huh, Spoon & Slam?" Fluttershy looked at the picture of one mare laying spread legged on top another. "Start by laying on top of your partner's back and slowly reaching one or booth hooves down her belly slowly moving toward her sex. Once you are in position slowly rub her outer labia, slowly moving inwards in circles. Use one foreleg to caress her body up her side and front all the way up to the neck."

Fluttershy continued to read, noting that for a sex position this one seemed fairly straight forward. Though another quick glance at her face in the mirror cast doubts on herself once more. She was incredibly strong in this form so she would have to be extra careful not to go too far with Tree, especially in her injured condition.

Stop worrying so much. She's a strong mare, we have enough self control not to take it too far. Flutterbat said.

"Well, I guess it's now or never." Fluttershy grabbed Tree Hugger by the flanks, making her moan in excitement and rolled her onto her belly. She then lowered her self onto Tree's back, making sure their hips collided softly and they Tree was properly pinned down for the next part.

"I hope you can forgive me for this..." Fluttershy kissed up the back of Tree's neck softly and slowly. As she moved up her neck, occasionally sucking on it she wrapped one foreleg around her waist and the other around her inner thigh on her left side. She slowly caressed up the middle of Tree's body, occasionally getting her hoof close to Tree's sex, but then stopping just short of it and moving back up.

Tree moaned and gyrated her hips, hoping for the moment of contact. Fluttershy obliged and began to lick her neck, sucking on some spots occasionally, all the while moving her hoof ever closer to Tree's sex.

Then it happened, Fluttershy's hoof had found the proverbial home plate and Tree gasped for air to let her know she hit the right spot. She slowly began to rub Tree's outer labia, alternating between large wide circles and short small ones; occasionally switching from clockwise to counter-clockwise.

"Finally!" Tree yelled, her tongue flopping out as she panted heavily. "R-right there, hnnn , yeah! Wh-who ever you are, keep going!"

Fluttershy had the sudden urge to stop, the outburst that Tree had no idea who was touching her was a tad jarring. However, she was enjoying herself as well. Far more than she expected. The taste of Tree's fur as she sucked on her neck, the warm feeling of Tree's body pressed up against her own, the back and flank muscles contracting and relaxing as she gyrated her hips; everything about this was turning her on. So much so that her wings had begun to stand up on end and she could feel a sudden rush of heat to her face.

She continued to rub Tree's sex in circles, occasionally going up and down and bumping the clitoris whenever she winked, much to Tree's satisfaction. She even began to gyrate her hips into Tree's flanks, effectively phantom humping her.

The moment she started to do this, Tree moaned loudly, her breathing increasing and both of her ears folding back. her entire body seemed to relax in an instant, a moment indicating complete submission.

"I hope you're ready Tree." Fluttershy whispered. Fluttershy leaned in and bit softly into Tree's left ear, being careful not to be too rough or puncture her with her fangs. The reaction from Tree was just as the book described. She leaned her head back to allow Fluttershy all the leverage she required, her entire body was limp and ripe for the taking.Fluttershy moved both forelegs around Tree's chest and squeezed softly, but firmly.

Tree opened up one eyes, holding her breath in anticipation of Fluttershy's next move.

Fluttershy smiled and lifted her flanks up just a few inches. She then waited for a few moment before slamming her entire backside into Tree's , hard.

"Ahhnnnn~" Tree moaned loudly as her flanks jiggled from the impact, the shock-wave traveling all the way down to her sex, vibrating it.

Fluttershy couldn't believe herself how good this felt, though since her sex didn't have the benefit of padding from her flanks, it was little bit painful, but nothing she couldn't handle. She lifted her rear end up again and slammed down again, getting the same loud and heated reaction from Tree.

This feels pretty good. She's getting more out of it than me, but that's fine. Fluttershy thought.

Fluttershy pulled lightly on Tree's ear, making the mare raise her rump submissively. She then began to lift her own rear into the air over and over again, each time slapping it down on Tree's backside.

"Ahnnn~!" Tree cried out with each slap on the rear, her body quivering uncontrollably every other impact.

I see now, the grabbing of the ear and weight are mimicking a male mounting her and the impacts the act of penetration. Fluttershy thought, though she did feel the slightest tinge of regret that Tree thought a male was mounting her; instead of her.

Fluttershy closed her eyes, doing her best to control herself. The heat and motion from Tree was turning her on far more than she initially thought. It felt so good though, she originally thought it wouldn't be this much more pleasurable, but the act of just her body being in contact with another turned her on more than she wanted to admit. She could feel that Tree was getting closer to climax. Her breathing, the way her body shook with each impact and way she kept raising her rear with each slap gave her away. Fluttershy knew she wasn't exactly close herself, but this wasn't about her; this was all for Trees well being.

"Unff, ah, nyaaa, Ahnnn~" Tree moaned loudly, the fluids from her sex soaking the sheets below her. Each and every slap on her rear brought her closer and closer to climax. Tree closed her eyes and her back legs spread across the bed, the muscles had seized up entirely. One one more hump Tree screamed out in ecstasy; her sex squirting fluids onto the bed and her tail. Her sex winked rapidly from the sensation as the euphoric sensation from her rear continued; being extended by Fluttershy's hips humping into her.

Fluttershy smiled as she rubbed her hips into Tree's rear end. She could feel her climax shoot throughout Tree's entire body, the shaking and involuntary muscle convulsions turning her on as well. Fluttershy gently let go one Tree's ear, lowering her head gently onto the pillow. She lifted herself off of Tree, though to some protest from both Tree and her own body. She turned to the book to continue reading.

"Continue gyrating and slapping hips into your partner until you feel the unmistakable shake of her body course through you." Fluttershy read aloud. There was something written on the side of the page in the margins, it looked very much like Tree Hugger's writing style.

*Effectively keep going until you hear a lot of lesbian horse noises and feel shaking*

"Huh, that's actually exactly what happened. Looks like she was keeping notes." Fluttershy turned to the next page and read the title aloud "The split-grind?" on the page was a depiction of two mares, one on her back and the other over her. The one on top had both of her back legs locking over the inner thighs of the mare on her back. The next picture depicted the mare on top with her clitoris and labia just left of the other mares clitoris and outer labia.

"Suck your partners neck, caress her coat and flanks while rubbing your privates together. Make sure to explore her likes and dislike slowly. Pull her into a deep breath stealing kiss to keep the attention off her private area while mounting." Fluttershy turned around and stared at Tree for a minute or two.

Her body seemed content, but she noticed her breathing had started to pick up again as well as more red color in her cheeks; Indicating that she still had some time to go before the effects of the toxin would let up. Fluttershy wrapped her forelegs around Tree's waist and flipped her onto her back, slowly.

Best keep going, the more I get her to climax the faster the toxin will work its way out of her. At least, that's my theory Fluttershy thought.

Fluttershy leaned in to perform a deep kiss when Tree Hugger opened her eyes.

"F-Fluttershy?" Tree said.

"Tree? You recognize me?" Fluttershy was taken aback a bit as she moved her head back.

"I...I kinda do. You look a bit different. Was that...you that made me feel so good just a minute or two ago?" Tree asked, her voice a little more than a whisper.

"Tree!" Fluttershy leaned in with both forelegs, pulling Tree into a hug. "I-I'm so glad you're back! That raptor did stuff to you, you didn't recognize me and then I was worried you would die and..."

Tree leaned in and gave a light peck on the cheek. "Calm down hun, one thing at a time ya know?"

Fluttershy blushed furiously, pulling away from Tree as tears rolled down her eyes. "I-I failed you. I'm worthless and let that monster take you from me!T-then I couldn't find a cure for you and-"

"That's not what I remember, at least for some of it." Tree sat up, reaching out with one hoof under Fluttershy's chin. "I remember Sadis attacking me and then forcing himself on me. I couldn't fight back and couldn't even control myself, like my mind was trapped in a cage as a spectator. Then I saw a brilliant light as this gorgeous and powerful mare I knew broke out of her impossibly strong cage and beat Sadis to a pulp. I watched her kill to protect me and then punch a tree down like it was made of tissue paper."

"R-really?" Fluttershy asked, sobbing.

Tree smiled. "It's all coming back to me now. This delicate and fragile mare leaped into action at her own peril, bringing out the gorgeous , powerful form in front of me. She then lifted me into the sky with the greatest of ease and carried me away to a cabin in the Trees. I then watched as she patched up my wounds and began to search for a cure to my affliction, despite not even knowing where to start looking."

Tree leaned in, her head nuzzling underneath Fluttershy's neck. "Then I watched as she fought and blamed herself for what happened to me. She even thought taking me as I was as rape when the opposite was true; I wanted you, I realized over the last few days that you meant so much more to me than I could have imagined." Tree, leaned into Fluttershy's chest, sobbing.

"You're so much stronger than you give yourself credit for *sniff* I don't know how you could ever consider me your equal." Tree began to cry uncontrollably. "Please, stop blaming yourself. You're all I ever wanted in a mate and more!" Tree wrapped her foreleg around Fluttershy's neck, I-I'm so sorry for putting you through so much. I'm not worthy of you, I'm worthless!"

Worthless... Fluttershy thought back, every time she managed to just barely do something, barely get them through a tough situation...that's what she was feeling; worthless. Even in the moments before she killed Sadis, that's all she could think of, how worthless she was. She couldn't even fathom how Tree could see herself that way though, maybe both of them had some kind of self hating complex; she didn't know, but she knew one thing; neither of them was worthless. Both of them deserved the other, with their whole hearts.

"Tree...I felt the same way for the longest time. Years before I even met you, all my friends were much stronger, faster and smarter than me. All I really had to work with was the ability to talk with animals, the only thing I could call my own. Even then, mares and stallions looked over me like I either wasn't worth their time or just a hot piece of flank. However, you saw me for who I really was, you defended me when needed and never once took advantage of my kind nature. You brought out a part of me that could be brave, could be strong, for the both of us." Fluttershy petted Tree's mane.

"You're a strong mare Tree Hugger. You saved my life, helped me when I could no longer walk and never once acted selfish or petty. You were even ready to fight to the death for me against insurmountable odds. I love you Tree, more than anything in this world and I would gladly lay my life down to protect you, as I know you would for me." Fluttershy moved away Tree, the mare still trying to control her sobbing. "We deserve each other, remember that."

Tree Hugger smiled, wiping tears from her eyes. "I-I don't know what to say Fluttershy. You put it better than I ever could. I guess in the end, actions do speak louder than words." Tree, ran her hoof across the side of Fluttershy's face and down her leg, then up again across her body.

"Who knew such a beautiful and powerful mare was under there all along." Tree continued to explore Fluttershy's new form, running her legs over her mane, ears, wings and eventually her flanks. "It's like...you're a body builder, but not bulky as all. I can feel all that muscle under that wild coat of yours. I don't think I have ever...felt so turned on by anypony physically like this. And those fangs...what exactly happened to you to do this? I mean, you're nothing like the other bat ponies I have ever seen."

"A long time ago, one of Twilight's spells backfired pretty badly. For awhile I thought she had cured me of it, but every full moon I transform into this...creature and go out to hunt" Fluttershy said apprehensively, not making eye contact with Tree for the fear of her reaction.

"You're... a vampony?" Tree asked.

"No, at least I think I'm not. I go out and hunt fruit. Apples, Pears, Oranges and even the occasional Pineapple, though those are tough to get through. This is actually the first time I have ever had complete control of this form. Usually I only kinda have control. I can keep myself from hurting other ponies, but the drive to consume fruit is... intoxicating." Fluttershy raised her head to make eye contact with Tree. "I hope this form doesn't bother you. I don't know how to turn it off yet."

Tree, smiled. "You ever hear of the lovers paradox Fluttershy?"

"No" Fluttershy replied.

"When you fall in love with another there's always some kind of part they keep hidden away, skeletons in the closet, fears, emotions. All bottled up. What do you think happens when the other lover finds out about these things?" Tree asked, smiling.

Fluttershy paused for a moment. "They...get angry?"

Tree laughed. "No silly, well some do, but only if they are petty about it. You see, it only adds a layer of complexity, something else to fall in love with all over again." Tree's body shivered as she ran her foreleg through Fluttershy's messy mane. "You bared your all for me and I found even more to love about you. Your powerful , sexy body just..." Tree's face flushed red and her breathing increased.

"The toxin right?" Fluttershy asked.

"Yeah, I think my hormones are flaring up again. I've never wanted somepony in my entire life as I want you right now though, toxin or not. I meant everything I said from the heart, I love everything about you Fluttershy. I wonder though, you are a virgin if I'm not mistaken. Where did you learn to-" Tree spotted the open filly fooler book she packed, the double sided dildo still taped to the spine of the book.

"Oh...you found that did you?" Tree laughed nervously. " I umm...didn't know how far our first date would go, so I kinda packed for that contingency."

"I didn't know I was your first mare. You seemed so well traveled that it never occurred to me that you would be a beginner. To be honest with myself though, I actually enjoyed it; though I'm still kinda nervous about continuing." Fluttershy nuzzled Tree. "I mean, what is there not to like about you? You're smart, well traveled and always so calm and collected; yet never afraid to do what is needed in times of crisis. You're also gorgeous in your own way, the way your curly mane sways in the breeze, how the smell of your soft fur reminds me of a warm spring day..."

"F-Fluttershy I..." Tree whispered.

Tree Hugger and Fluttershy locked eyes, each of them knowing what they must do next. They both stared into each others eyes, seemingly getting lost in them. They both seemed to make false starts, each of them moving on the other, but stopping short; not exactly sure how to move forward. They could both feel the sexual tension in the air, tension so thick that a knife would shatter if you were to try and cut it. Fluttershy would lean in, then lean back. Tree would lean in, then turn her head, blushing.

This went on for a few minutes, each thinking why initiating was so difficult when just that morning they could barely keep their hooves off one another.

For Celestia's sake, just fuck already! Flutterbat yelled angrily at the back of Fluttershy's mind.

Fluttershy swallowed, reached in with her right foreleg and pulled Tree Hugger close. She opened her mouth and kissed her deeply, pushing Tree backwards onto her back.

For a brief moment she thought Tree resisted, but the feeling quickly subsided as Tree also wrapped her foreleg around Fluttershy's neck in acceptance, pulling her in as well.

Fluttershy took care to make sure her fangs didn't get in the way as she played with Tree's tongue. It was substantially smaller than her own, something she did not expect seeing as they were roughly the same body size...in her regular form anyhow. Her own tongue batted Tree's around as if it were the size of a mouse, though Tree didn't seemed to mind in the slightest, moaning lightly as she inhaled short breaths through her nostrils.

This feels so...overpowering Tree Hugger thought to herself.

Fluttershy's tongue was so much more massive and stronger than she expected. It also seemed to have very small soft bristles covering the surface, much like what some fruit bats would have. The taste inside Fluttershy's mouth was much like that of mangoes and strawberries, a flavor she quite enjoyed. Fluttershy's powerful tongue easily overpowered her own, It batted her own tongue around as if it were a mere cart in a hurricane, occasionally wrapping entirely around it and holding it prisoner briefly. She could feel the warmth of their bodies meld together as Fluttershy's rugged chest fur rubbed up against her own. She ran a hoof down the back of Fluttershy's wing making her squeak in approval. Fluttershy moved her back leg in past her thigh, pushing it down with the greatest of ease and placing her sex slightly to the left of her own.

This is so much more different... Tree thought to herself. She was expecting Fluttershy to be so soft and demure, her personality practically screamed submissive, but here she was; Fluttershy being the dominate one. She didn't much mind though, usually she had to be the dominate one in her former relationships. So many stallions that she dated before were always so apprehensive in bed, to the point of sucking all the joy out of the act. This was a perfect change of pace though and she wanted to squeeze it for all it was worth.

Not only was she easily overpowered, but she could feel exactly how powerful Fluttershy was in this form now that their bodies were in full heated contact. She could feel layers upon layers of muscle all over Fluttershy's body, enough that if Fluttershy wanted, she could easily tear her apart in the throes of lust. Despite this, she was confident Fluttershy was in full control. She was powerful, but doing her very best to be gentle.

Fluttershy finally broke the kiss, much to her dismay. They both laid there for a brief moment, panting heavily as they stared into each others eyes. Fluttershy then leaned forward, booping Tree on the nose with her own before running her tongue up tree's neck.

"Ahhhh~" now that she got a good look at it, Fluttershy's tongue was long, flexible and massive compared to her body size. The tip was about as wide as a normal mare's but it grew wider as the base came out, making her wonder how exactly such a thing fit in her mouth. If Fluttershy wanted she could easily wrap the entire thing around her neck with room to spare. She didn't much mind it though, maybe later she could figure out a way to utilize such a odd feature.

"Mmmnnnppff~" Fluttershy began to grind her hips into Tree, their privates rubbing together at a mild and increasing pace.

T-This is so much better than solo... Fluttershy thought. The way she could feel bits of Tree's insides with her outer labia while at the same time pleasuring herself was just a completely different experience. The way their fluids lubricated each other, the heat and moaning from one another; all of it was just so much more then she expected. She watched Tree's face flush red in the cheeks as her breathing staggered with each thrust of her hips. However...things were a bit different this time around. She could tell that while enjoying it, Tree was nowhere near her climax; unlike her whom was already at her limit.

"It's fine Shy, let it go. We are both supposed to enjoy this, remember?" Tree reached up reassuringly wrapping both forelegs around Fluttershy's neck.

"O-okay!" Fluttershy replied, her body on the razors edge of climax. "Nnmmmppff, aahh, nya! Ahhhhnnnnn!" A brief thought crossed her mind...what if in this form her climax was too strong? She could very easily hurt Tree in the throes of orgasm. Before she could slow down, maybe re-evaluate her options, it happened. She collapsed into Tree's chest, moaning loudly, her entire body quaking in orgasm.

Tree, realizing Fluttershy might have a hard time controlling herself, wrapped her forelegs around Fluttershy's chest and her back legs around her waist. She squeezed as tightly as she could to keep Fluttershy from hurting anypony.

Fluttershy couldn't believe how different this was to going solo. It was almost as if the experience was entirely alien to her. Her legs felt week and shaking, not even so much as resisting Tree's pull. Her body seemed to be sweating nearly everywhere despite her panting heavily like a dog to cool down. Her initial thought that she might hurt herself or Tree with her body seemed completely unfounded; she barely had the strength in her to move, let hurt a fly.

"So...how was it Fluttershy?" Tree asked, beaming at her.

"I...I think I tried to stop it. I was scared I might hurt you" Fluttershy said.

"I saw that, that thought ran across me too when I saw how worried you look. Seems I didn't need to grip you so hard though." Tree Hugger loosened her grip around Fluttershy's body.

Fluttershy smiled at Tree. "I was scared, but you were there to help."

Fluttershy stared into Tree's eyes for what seemed like an eternity, noting how the red in her face started to grow a darker shade. Oh...oh right.That toxin is still going through her body...

"Sorry Tree, I'll get back to fixing your problem. Just let me see what else this book recommends." Fluttershy slowly lifted herself up, turning in place; her head between Tree's back legs.

"Well, that's a nice view. So clean and supple" Tree said, licking her lips in a flirty fashion.

Fluttershy's face flushed red. She suddenly realized she was openly exposing herself to Tree; completely forgetting to cover her sex with her tail as she turned in place. "S-sorry, I didn't mean to-" *Gasp* Fluttershy inhaled sharply as Tree reached up and spread her sex open with both hooves.

"I have an idea. You pick the next position and I get to choose the one after? I kinda want to explore what you can handle a little bit more." Tree stared into Fluttershy's sex, taking note how deep she was.

"I-I guess that's fine. I kinda want to explore you a little bit more, if you're still up to it that is." Fluttershy knew she was on a time limit, but her body was already heavy and tired. She wasn't sure she could keep up Tree's enhanced sex drive, but she knew she had to try.

"Hmmpfff!" Tree grunted, her back legs twitching.

Fluttershy turned her head. "Are you okay?"

"I-I think I'll be fine. Just keeping this...drive in check takes a lot out of me" Tree replied, panting heavily.

Fluttershy nodded and turned her attention back to the book at the foot of the bed, turning to the next page. " Mares Buffet?" Fluttershy leaned closer to read. "This position can be done one of two ways, lift your partners backside into the air and...oh my." Fluttershy blushed as she read on, the pictures depicting a mare performing cunnilingus on the other while elevating her backside. The next picture depicted both mares eating each other out in what she recognized as a classic sixty-nine position.

"I guess I can try this, but I don't know the first thing about doing that eating out stuff" Fluttershy said.

Tree giggled. "It's not that hard, just move your tongue in circles around the outer edge and every few times move inward just a bit. When you reach the middle...well, I have confidence you will know what to do then; especially with that big tongue of yours."

Fluttershy read the page once more before lowering her backside onto Tree's chest. She leaned forward, grabbing both of Tree's back legs around the base and slowly moved them apart. She could feel Tree panting heavily in anticipation, the small gusts of air from her mouth blowing up against her sex. She reached around with one of her hooves and pulled one of Tree's lips to the side to get a better view, Tree moaning in approval.

She seems...really tight down here now that I got a better look at it Fluttershy examined Tree's sex closely, noting that the opening to her vagina. The hymen was broken, but aside from that the vaginal hole seemed smaller than she expected. She didn't exactly know what to make of it. For a pony that wasn't a virgin , she seemed tighter than she expected. Here I am...a virgin myself and I'm trying to make sense of another ponies privates. Twilight must be rubbing off on me.

There was something else as well. A smell that made her salivate a little. Tree's sex smelled like...green apples. She could feel her own breathing increase and the more primal side of her try and take over, but she kept her composure; this was no time to go on a fruit hunt. Still, the smell made her salivate a bit. Fluttershy leaned over Tree's sex and began to lick around the outer edge.

It, It even tastes like apples!? Fluttershy closed her eyes, trying her best to keep herself under control.

Tree gasped for air as Fluttershy massaged the lips of her sex. Her tongue pressed in a bit harder than expected and had the lightest sensation of fine paint brush bristles. She tried multiple times to reach her forelegs around Fluttershy's flanks, giving her leverage to return the favor. However, each time Fluttershy passed over her clitoris it effectively paralyzed her from the neck down as he body flexed to make sense of the sensation.

"Ahhnn , na, hnnn~" It was no use, her body was completely unprepared for Fluttershy's strong licks. All she could do now was wait for her to finish.

Fluttershy slowly moved her tongue inward, circling clockwise, then counter clockwise as she began to lick Tree''s inner labia. The flavor of apples intensified as she moved inward and it was starting to take a toll on her mental state. I-i know I shouldn't let my urges control me...but I haven't eaten anything all day. She tastes so good... She could barely keep her composure, not helped by the moaning and occasionally scream of pleasure coming from Tree. She continued to circle Tree's vaginal opening, the taste getting ever stronger. She pondered for a brief moment, would she lose herself if she penetrated her? Would her more primal side hurt Tree...or would it be the most amazing thing Tree has ever experienced?

Jeeze, I won't bite her or anything! Stick it in already, I need that apple flavor!

Fluttershy closed her eyes and thrust the entire length of her tongue in all at once, the tip bottoming out inside Tree.

*gasp* Tree felt both of her walls spread wide as Fluttershy's tongue quickly made it all the way to her cervix. She couldn't breathe , the sudden shock of her inside being filled up was just too much. She even thought she had climaxed for a brief moment, though the lack of uncontrolled shaking answered that question for her quickly. The entire moment was even hard to comprehend in her head; the way it muscled its way through her, the way the soft bristles massaged every square inch of her insides...It was like nothing she had ever experienced. She waited with baited breath for Fluttershy to start moving it around, though a whisper in the back of her mind was hoping she didn't.

T-this is amazing! Fluttershy began to move her tongue around, lashing it about inside Tree to let the taste of her touch every available taste bud. She tasted like a combination of green apples and slightly tart apple cider, a flavor that reminded her of Applejack's early spring cider; a reserve she sold in very limited quantities. She tried her best to control herself, but she needed more and judging from Tree's moans, she wasn't exactly complaining. She began to move her tongue from side to side, rolling it occasionally over the entire circumference of Tree's insides. Every so often she would pull her tongue all the way to the entrance in a quick lapping motion as if she was drinking like a cat. Tree' s muscles would try and contract to resist her next thrust, but her tongue spread the walls wide as if there was no resistance at all.

Tree wrapped her back legs around Fluttershy's head, muffling the loud moaning and screams of ecstasy coming from her. This made her walls contract tighter, but it was still nothing she could not handle; her tongue still glided through her insides as if it were covered in butter.

"F-flutt- Ahhnnn...m-more! So good!" Tree tossed her head from side to side, her body in complete sensation overload. Her walls tightened only to be pushed aside powerfully, rubbing every square inch of her insides in the process. She tossed her head left to right and back again, screaming obscenities as Fluttershy ravaged her insides like a blender. She arched her back to allow Fluttershy more leverage, allowing her to slap into her cervix with more vigor. She could even see the smallest of bulges on her belly as Fluttershy pushed deeper and deeper into her.

Her eyes rolled into the back of their sockets, this was it; so many males in her life failed to even come close to what this timid little mare could do. Her stamina, force and size filled every crease and crevice inside her. Sure, there was a little to be desired in technique, but the way she ravished her body with such authority and gusto turned her on even more than she could have believed possible. Harder and deeper Fluttershy pushed, until she could just barely breathe; this was it. She suddenly felt as if she was floating on a bed of clouds, her entire being not caring where or when it was. Her body, shook ever so slightly, her vaginal walls flexed in and out, trying to grab and squeezed a tongue that overpowered them with the greatest of ease.

She thought she was screaming Fluttershy's name, but nothing came out of her mouth; there was only a sense of absolute euphoria.

Fluttershy felt Trees body seize up. She could feel a rush of fluids run around her tongue. The taste of apples was incredibly intense. She quickly pulled her tongue out and covered Tree's entire sex with her mouth. She could feel the fluids pour out her opening and she sucked them in with all her might.The apple taste was one of the most intense things she had ever sampled, like one of Sweet Apple Acres golden apples, but far more intense. She could even feel Tree's body orgasm a second time; though judging from what she heard it was a little bit more pained than pleasurable.

"S-Stop Shy...I need to rest" Tree cried.

Fluttershy had the urge to keep going or at least her other side did, but she knew that doing so would hurt more than help. She pulled away from Tree's sex, fighting the urge to continue the entire way. She turned to Tree Hugger, noting the pained expression on her face.

"Oh, oh no! Are you okay? Did I go to far?" Fluttershy cried.

Tree inhaled deeply for a few moments, trying her best to calm her still quivering body down. "That last part, you kinda sucked me a bit dry there. Otherwise though, I don't think I have ever climaxed harder in my entire life. It was amazing, like floating on a bed of clouds."

Fluttershy blushed "I'm glad you enjoyed it. Do you still feel that heat from the toxin coming back?" Fluttershy asked.

"No. I think it's gone entirely. I do feel like I haven't slept in days though." Tree stared into Fluttershy's eyes, a tinge of guilt washing over her. I couldn't return the favor. She made me feel so good, yet I was so paralyzed with how intense it was. I couldn't give her any pleasure in return. She thought hard, trying to figure out what she could do for Fluttershy in return; something that was within her stamina reserves.

Oh, yeah. We still have that. Tree thought.

"Fluttershy, could you move to the side?" Tree asked, politely.

"Oh, sure" Fluttershy replied, standing up and stepping to the side.

Tree struggled to sit up, her entire backside still a little bit on the sore side. She had an idea how to give Fluttershy a proper orgasm, but not entirely sure if she had the strength left to do so. She reached over and pulled the double sided dildo off the side of the book, holding it up to the light to inspect it.

Can she handle a member this big? Tree thought to herself. Sure it was only a little bit bigger than the average stallion's, but Fluttershy was a virgin; at least in the sense that she's probably never been penetrated by another or with any kind of gusto behind it. Then again, her entire backside was sore; doing what she was planning would hurt her a little, but in the end it would be worth it.

"Well, only one way to find out." Tree pushed the dildo into her sex, grunting in pain as it slid inward. The girth of it wasn't so much the problem, the little nubs up and down the shaft were something else entirely though. She was already a bit sensitive from all the orgasms, but the little nubs hurt far more than she expected them to.

"Tree, please stop, you look like you're in pain" Fluttershy said, the expression of shock and fear on her face. "I know what you're up to; it's fine, really." Fluttershy put her hoof on the end of he dildo and looked Tree in the eyes.

Tree smiled. Here she was all guilty that she couldn't do as much and Fluttershy wasn't even remotely bothered by it. The fact remained though; Fluttershy had done so much for her that she wanted, no, needed to make this a night she would never forget. "Shy, you're amazing you know that, but don't worry about my well being. I can handle myself just fine."

Tree Hugger pushed the dildo deeper into her, until the washer stopped it from going any deeper; not that she could anyhow as she bottomed out roughly at the same time. It still sort of hurt, but it she would manage. She would bear any pain for Fluttershy and a little extra morning soreness was well worth it. "Shy, I need you to well, I guess assume the position?"

Fluttershy tilted her head quizzically for a brief moment. "Oh right, mare mating position." Fluttershy lowered the front of her body, leaving her rear end up in the air. She then moved her tail out of the way and folded both ears back; allowing Tree to use them for leverage if need be. "I'm ready, but are you absolutely sure you're up for this? You're still injured and probably exhausted by now."

Tree merely smiled while mounting Fluttershy. "Try to relax, just close your eyes and enjoy yourself." Her belly brushed up against Fluttershy's back and it became instantly apparent she was nervous. Her wings were tensed up, her back muscles were tightened and she seemed to be defensive.

She can't enjoy herself like this, maybe she had performance anxiety? I don't get how though, she's quite good at this... Tree thought of a way to test the waters, to see exactly what Fluttershy was thinking. She lined up the dildo with Fluttershy's sex, running the shaft up and down her lips. The reaction was instant and powerful; she could feel Fluttershy's sex clench hard, making any kind of penetration difficult if not impossible. She could feel Fluttershy's labored and staggered breathing and it suddenly made sense; she was actually afraid.

"Fluttershy...are you afraid of me?" Tree asked.

"I...I" Fluttershy remembered her dream, the way three separate creatures violently violated her. The memory of her sex and anus being penetrated was still very much fresh in her mind or at least it was the moment Tree's faux member slapped up against her . She knew there was nothing to fear from Tree as it was just not in her personality to hurt others, but the lingering sense of dread as she mounted her was petrifying.

"Fluttershy, if you don't want to do this then we don't have to. I can feel how afraid you are, we can do something else or just call it a night." Tree leaned over Fluttershy's back, nuzzling her on the left side of her neck reassuringly.

"I...I" Fluttershy thought for a moment. This was nothing like what happened to her. What happened was little more than an attack in her dream. The fear was still there, but she knew attributing what they did with what Tree was doing was both wrong and unfair; to both of them. If she was ever to go all the way, she would need to trust that Tree would never hurt her. "J-just start out slowly, you know, a warm up."

Tree nuzzled her neck reassuringly. "Okay then, but if you need me to stop at any time just say so."

Fluttershy nodded, bracing herself for penetration, but after a few moments she realized that wasn't going to happen; at least not so soon. Instead Tree kissed down her neck, occasionally stopping to give her a hickey or two. It actually felt quite good though, she was a little bit forward with her technique, but not to the point where it felt forced. She slowly kissed down her neck, each peck making her want the next one even more. She noticed Tree was cradling her body with one foreleg, massaging her chest while slowly moving down to her thighs.

"Nnnmmppphhh~" She let out the tiniest of whimpers as Tree licked from the shoulder blade to the forward section of her wing. She would occasionally stop every so often to give the lightest nibble on her wing, a sensation that she very much liked. Tree began moving her hoof closer and closer to her sex, massaging as she drew ever closer.

"Could you hold me up for a minute or two Shy?" Tree whispered.

Fluttershy nodded, letting out another whimper as Tree reached the tip of her left wing and began to lick and nibble at the underside. Tree lifted her other foreleg up, putting her entire weight on her backside. The warmth and weight of Tree's hips grinding on her own was something she didn't expect would feel so...natural. Her legs spread apart slightly to disperse the weight better, her rear moved up into the air a little more and her ears tingled; waiting for the inevitable leverage bite.

"Don't worry Shy, all of that is completely natural. Mares in heat automatically take this kind of pose when being stimulated. Kind of a built in behavior to allow stallions an easier time when mounting. I know it seems weird, you being as strong as you are." Tree reached both hooves between Fluttershy's inner thighs, rubbing then sensually; teasing her. "Don't fret though, I know when enough foreplay is enough."

Fluttershy inhaled deeply, but in short ragged bursts. The blood rushing to her face causing it to flush with warmth and her mouth salivate. The sensation of Tree rubbing her between the thighs made her tail twitch and her sex feel as if it was swelling up. A flood of juices was running down her back legs as Tree moved closer and closer to her sex.

She getting all worked up over just this? Tree thought to herself. She had to remind herself that Fluttershy was a virgin, that the feeling of another pony turning her on was completely foreign to her up until tonight. The once terrified mare below her was beginning to open up to her, the walls she put up when she stuck the dildo inside herself were coming down. It wouldn't be long now before her apprehensiveness and fear would melt away; being replaced by lust and desire.

W-why does this feel so good!? Fluttershy remembered back to her dream, how she was forced against her will to submit. This situation was entirely alien to her, like Tree was slowly easing her into the right mood; a mood where she would want to submit instead of being forced to. Tree moved her hooves to just above her sex, rubbing the area above it vigorously. She also felt Tree's hips rocking slowly into her own; a tactic she herself used to get Tree warmed up earlier. She even could feel the shaft and it's many small bumps grinding up against her inner labia.

"Nhyyaaa!" Fluttershy moaned out loud, her body quivering for more of Tree's touch. The way she licked her wings, massaged her groin area with her hooves, both actions made her body sing in desire. The fear that this would be no better than the rape in her dream melted away entirely. This must be what consensual sex was really like, being embraced by the one you love and enjoying every minute of it. Her sex throbbed as it begged for more, her clitoris winked in and out rapidly. She wanted the foreplay to go on forever, but Tree's humping and running the girth of the dildo down her sex was too much. She needed Tree inside her and she needed it now.

"P-please, put it in, gently" Fluttershy asked.

Tree nodded, leaning over and gently grabbing Fluttershy's ear in her mouth and pressed the smooth domed tip up against Fluttershy's sex, prodding it before finally penetrating her.

She gasped for air as the tip of the dildo expanded her vaginal entrance, barely slipping in. The pain was far less than she expected though, there was a little bit of it, but nothing like how books described first time intercourse. She moaned as the girth of the dildo slowly spread her insides, every single stud along the length tickling her. The pain began to rise, then suddenly plummet with every inch deeper it went. She had the urge to tell Tree to stop, but it felt so good; the pleasure and pain together were not too overwhelming.

"Are you okay Shy?" Tree asked, noting that Fluttershy had been gritting her teeth a little.

"K-keep going, it's nothing I can't handle" Fluttershy replied.

Inch after inch the dildo pushed in, each inch feeling better than the one before it. She began to realize what she had been missing out on all these years. Her friends already told her their experiences. Well, by friends she meant mainly Rarity and Rainbow Dash, both of which had tried to set her up with a call stallion before. Though thinking back she wished she had not flat out refused the offer; this new intense surge of feelings was every bit as good as they described it. The way the girth pushed her insides apart as her body clamped down in it tightly to try and fill the void. How it went all the way deep down inside her, rubbing every inch of the way.

Maybe I can talk Tree into using an attachable one on me when we get back. I wonder if she would be into feeling this as a stallion... the thought crossed her mind briefly, but was interrupted by the sensation of the tip bottoming out inside her.

She could barely contain herself, the brief moment of Tree's stopping was as if time stood still. She gasped for air as Tree began to pull out of her. It was strange, the sensation of Tree pulling out was almost as good as going in. Her insides closed up the gap, almost snapping back to where they started instantly.

By the time Tree had gotten about two thirds the way out she suddenly stopped. She stared back at Tree gazing into her eyes, trying her best to convey without words how she felt. Tree only nodded and smiled seemingly knowing what she was thinking. She began to push the member in again, this time both of them moaning together in a symphony of lust.

This must be tiring for her. To hold it in place like that without it slipping out... Fluttershy thought to herself as Tree set into a slow rhythm of thrusts.

"Ahhnnn~ Nmmmppp~" Fluttershy bit down on her hoof in an attempt to muffle her own moans of desire, but quickly found it a pointless endeavor. Tree was intently listening to how she reacted and adjusted her thrust accordingly, settling into a pattern of two short thrusts followed by one long deep one. After a few cycles her legs began to shake, no longer being able to support her own weight. She collapsed on the bed suddenly, Tree's entire member plunging into her sex with all her weight.

"Nyaaaahhh!~" Her wings stood straight up as the sudden shock of heavy penetration sent ripples through her flanks and spine. Her hips quivered as every muscle inside her clamped down on the member, unwilling to let it go. She wasn't entirely sure if she had just climaxed, but the feeling wasn't all that bad even if she didn't.

"S-shy...I'm at my limit. I'm gonna have to make this last part quick and dirty" Tree said, grunting in pain.

Fluttershy looked back at Tree. She was unmistakably exhausted; her face had a pained expression all over it, she seemed weak in the back legs and her entire coat was covered in sweat.

"Sorry, I'm just hurting too much to do this the proper way" Tree apologized, wrapping her forelegs firmly around Fluttershy's neck.

"Ah, ha, nya...hnnnmmmpppf~!" Fluttershy moaned and whimpered; her body in a combination of pain and bliss. Tree had gone from a slow and enjoyable pace to one much more in line with what a rabbit might do. The thrusts kept coming faster and faster, her body unable to cope with the sudden influx of sensations. Short, heavy thrusts ravaged her insides; each moment getting her closer to climax.

"Tree~!" Fluttershy shouted as her body finally reached climax. Her wings, back legs and ears twitched wildly as a rush of fluids stained the sheets below her. Her insides had a vice grip on the dildo, feeling as if she would crush it like a twig at any given moment. Her breath escaped her as if somepony just punched her right in the gut. However, the most intense part was the rush of blood to her face followed by one of the most intense feel good sensations she had ever experienced.

"This...wow, I can't imagine...so good" Fluttershy said as a sudden shock traveled up her spine as Tree pulled the Dildo out and tossed it to the floor.

Fluttershy laid flat for a few minutes, her body still having the occasionally tingling sensation followed by a few twitches and contractions from her sex. She watched as Tree laid beside her, her entire face covered in red from blushing.

"So, how was it? Pretty intense I would think, I could feel your entire body trembling below me; I almost climaxed myself from it." Tree ran her foreleg through Fluttershy's mane all the while smiling at her.

Fluttershy tried to speak, but her body keep gasping for air. It took a few more minutes before she could properly talk and even then her body was still coming down from its earlier high. "I-it was amazing, Tree. I never expected the real thing to be so...strong. I have done it solo many times, but I wasn't expecting anything like this." Fluttershy tried to sit up, but her body was just so...heavy. Like she had just run a marathon. "I feel really tired though."

Tree hugged Fluttershy; nuzzling her below the neck. "That's natural to feel so tired, I don't suggest fighting it. As for the other thing; you're very much welcome hun. I'm just sad that I couldn't let your body take it all in slowly."

Fluttershy stared into Tree's eyes. "So...now that we went this far, what's next for us?"

Tree mused for a moment racking her brain for an answer, but couldn't find a satisfactory answer. This was about as far in a relationship as she gotten in the past before differences in work, personality and values got in the way. The next logical step should be more dating followed by marriage, but she was pretty sure the latter was too far too fast; there were things her and Fluttershy were still possibly keeping from each other.

"I don't know Shy, this is about as far as I've gotten. Maybe I can give you an answer in the morning?" Tree said.

Fluttershy smiled and closed her eyes as she laid her head on Tree's chest. "That would be nice."

Before she could say anything else, Fluttershy was dead asleep. Tree ran her hooves through Fluttershy's mane, watching Fluttershy's expression change into a smile. This is the happiest I have ever seen her... she thought to herself. After a few more minutes, she laid her chin on top of Fluttershy's mane and began to doze off.

"I love you Fluttershy" Tree said, before slipping quickly into a deep sleep.