Fluttershy's Change Of Heart

by Midnight Phoenix

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Changelings, Fluttershy, Sex, Sad
Length: 3027

Fluttershy heads into the woods to find some items, but ends up finding something else instead.

Fluttershy heads to the woods to try to find some items she needs, but ends up finding a Changeling instead. Injured, Cold and Alone, Fluttershy decides to take care of the Changeling until he gets back to full health. And when he does, he ends up repaying her in a way she never thought possible...

Published 2016-07-07 06:20:01 UTC
Last updated 2016-07-07 06:20:01 UTC

Is that fine?

With one hoof out the door, she could already feel the chill of the cold winter air. She had double layered, knowing that today would be especially colder than usual. She had to go into the forest to get some items for a homemade medicine. It was getting colder by the minute, so she had to hurry. Wearing her cap, scarf, and woolen sweater, she made her way down the steps. Clouds began to cover what was left of Celestia's gift, which made it much more freezing. She hurried towards the forest as fast as she could, so she could get back to her animals as soon as possible. After all, it was hard to imagine any creatures living in such harsh conditions like this.

She stood outside entrance of the forest, her breath turning frost white as she exhaled. Her heat starting to escape her body, and more cold replacing it. She used her wings to fly low, as the ground became too cold to walk on. As she entered the forest, she immediately started picking whatever she could. Berries, flowers, leaves, and other medicinal items. With each item she picked, it only led her deeper into the forest. She didn't realize it until she heard a faint noise. It came from deeper inside. As her curiosity consumed her, she followed the noise. As she got closer, it grew louder and louder. She could hear the leaves rustling, and panting in between the noises. The noises began to sound like groans of pain. As she reached the heart of the forest, she found out what it was.

It was a young changeling, caught in some type of net trap. As he dangled from the tree helplessly, Fluttershy got closer. Just by looking at him, she could tell he had been here long before winter started. Weak, starving, cold, and forgotten. At first, Fluttershy gave him the cold shoulder. After what his kind had done, he deserved it. The changling had stopped struggling when his eyes met Fluttershy's. Fluttershy looked into his eyes and found something. Something within him that Fluttershy could understand like some type of connection, the same type of connection she has with animals. Almost as if being mind controlled, she went over to where the rope that held the net was and cut it down. The changeling hit the ground hard. Fluttershy rushed over to where he was and freed him from the net's entanglement. The changeling shivered on the cold snow, part of his skin missing, revealing tissue. It was clear he was not well, and Fluttershy was the only one who could save him, but would she?

She carried the changeling into her home on a tiny sled, exposing him to the warmth inside her home. Fluttershy slowed the sled to a stop, closing the door behind her. The Changeling panted heavily. Fluttershy rushed over to him and felt his forehead... he was burning up. Fluttershy rushed him over to her sofa and laid him down with a blanket. She got an icepack and put it on his forehead, a thermometer and put it in his mouth. Fluttershy went back to the kitchen to prepare soup to make him feel better. As she rushed preparation, she heard a knocking on her door. She went to go answer it, the changeling hiding under the blanket.

Fluttershy creaked the door open, sticking out her snout to get a good look at who was there. Surely enough, it was Twilight. Standing in a blizzard, her voice was just loud enough to be heard through the harsh winds.

"Fluttershy! You mind letting me in!?" Twilight yelled powerfully.

Without hesitation, Fluttershy backed from the doorway to let her in. Twilight walked in, shaking the bits of snow that landed on her mane. Her attention was immediately drawn towards the lumpy blanket on her sofa.

"Hey, Fluttershy," She asked, "Watcha got there?"

"Oh!" Fluttershy stopped Twilight from approaching the sofa. "It's um... nothing."

"Really?" Twilight asked curiously raising an eyebrow.

"Um, yeah. They're just some things I found in the forest." Fluttershy said nervously. She gave a nervous laugh as Twilight approached her.

"Let me see." Twilight said.

"Oh, um.. I don't think-" Fluttershy got cut off when Twilight passed her.

As Twilight lit up her horn, Fluttershy could only prepare for Twilight's estimated reaction.

Twilight grasped the blanket with her magic, pulling it down and giving a huge gasp at her eyes' sight.

"It's a... changeling! Fluttershy, what happened!?"

"Um..." Fluttershy looked nervously at the ground and the ceiling before making eye contact with Twilight. "I found him in a trap in the woods, and he is completely harmless."

"What about the rest of his kind?" Twilight asked firmly. "Do you remember what happened at Princess Cadence's wedding?"

"But it's only one. I doubt he's any threat." Fluttershy said reasonably. "Let me just take care of him."

"Fluttershy, taking care of this... thing not only puts you in danger, but all of Equestria."

"Look at him. Would you let any creature suffer like this? Please, let me."

Twilight looked at the changeling, and just like Fluttershy, she had a weakness. She could feel herself being torn apart by the sympathy that tired to force it's way out of her. "No! Twilight, be strong! Him and his colony almost destroyed canterlot... ugh! He's too adorable! I can't stand to see him like this!"

"Ugh! Ok, fine! You can take care of him, but once he's healed, send him as far away from Ponyville as possible." Twilight said. She walked out of Fluttershy's house, heading back into the fierce blizzard.

As Fluttershy watched her friend disappear into white, she heard the kettle boil. The soup had finished, and so did some medicinal tea she also made. The changeling's ears hyped as the whistle triggered them. Fluttershy served the soup and came back, putting the bowl on the table for the changeling to eat. The changeling looked uncertainly at Fluttershy.

"What? I'm not trying to poison you." Fluttershy said jokingly.

The changeling took a sniff of the soup and looked back at Fluttershy.

"It's good, trust me." Fluttershy insisted.

The changeling looked at the bowl again, his head getting closer. He stuck out his tongue barely making contact wih the broth, but still enough to taste it. The second he tasted the soup, he started to gulp it down greedily. It was his first meal in a long time, and he was grateful. Fluttershy sat next to him as he ate. Feeling his forehead once more.

Fluttershy gave a small sigh as she looked at him. She felt worried for him, and wondered about what was going to happen when he healed. She couldn't send him back out all alone. As the changeling finished his soup, he looked back at Fluttershy. Her face full of concern. She wanted to understand this changeling, wanted to know his feelings. She couldn't help but ask the question, "If only you could talk."

The changeling looked all around the house, before looking back to Fluttershy. He began to clear his throat, before opening his mouth, and actually speaking to her. "I can." Fluttershy gasped, did he just..?

"But how?" Fluttershy asked.

"I hear Queen talk always. I listen." The changeling said.

"What is your name?"

The changeling looked down. His breaths becoming deeper each second before he finally looked back at Fluttershy telling her the truth. "I don't have name." Fluttershy felt bad for him. Obviously, Chrysalis didn't care enough to even give her changelings a name. A name was proof that you were something. Without one, you were nothing. "Queen thinks that... we are all just minions. Nothing more."

"But you are something more... to me." Fluttershy said with her hoof on his shoulder. "I used to think the same way as other ponies, but when I found you alone and injured, I saw the pain in your eyes. I realized that I shouldn't judge a book by it's cover. Because now that we're both here, I realize that you're not a monster, and how sweet you really are."

As Fluttershy said those kind, heart warming words, tears ran down the changeling's face. Never before had anypony told him that. All this time, his kind has made themselves seem like vicious creatures, including him, which clearly wasn't true. "Queen knew I wasn't mean. She knew I couldn't be vicious monster she wanted. She made me leave. I never knew you would come find me, rescue me. Thank you." As the changeling finished his sentence, he felt something inside him. Something really weird he had never felt before. "What am I feeling?"

Fluttershy looked at him with a red face. "I think it's love."

The changeling grew confused. "Changelings can't love."

"I think because no one ever showed them any."

The changeling began to grow nervous as the feeling in him intensifed. He could feel the embarrassment in him start to rise until he realized... he still had the blanket on top of his legs. He felt relieved he did, otherwise Fluttershy would've seen what he was hiding.

It was getting late and the weather was not letting up. Fluttershy put fresh wood for the fire so she could leave it burning overnight. She said goodnight to the changeling as she headed upstairs, and turned out the lights. The changeling slept on the couch. His bruises and cuts starting to heal rapidly. He still couldn't get over her words, her kindness, and her beauty. The feeling in him... could it really be love? Could he have finally found happiness after a long time... or was he only just kidding himself?

----------The Next Morning----------

Fluttershy was up and in the kitchen making breakfast. After the other day, she was eager to meet him. As she mixed in the apples and oats, she heard footsteps approaching her. She turned around to find out the changeling was fully healed. The two looked awkwardly at each other before speaking.

"You're up." The changeling said.

"Yeah, I'm making us some food." Fluttershy replied. "You look better."

"Changelings heal faster than ponies." The changeling told her.

"Oh, well... I guess you know what happens next." Fluttershy said sadly.

"I know. But first, want to thank you."

"For what?" Fluttershy asked.

"Finding me and giving me happiness in life. Even if only for little bit."

"It was nothing, really."

"It was. You were like mother to me. Let me give you happiness." The changeling told Fluttershy as he got closer to her. They were now an inch away from each others' faces. Looking into each others' eyes, and seeing nothing but the beauty and kindness in each other, the two were immediately pulled into an unbreakable kiss.

The kiss was filled with passion, unlike any either of them had felt before. Fluttershy let out a soft moan as her tongue began to play with his. The changeling was enjoying every second of the kiss. Especially when Fluttershy put one hoof around his neck. He felt her soft fur on the back of his neck. He moved his hoof onto hers. The two quickly brought themselves closer until their chests pressed against each other. The changeling quickly realized that he was getting a little too excited, and he got nervous. All he wanted was a kiss, but why did he yearn for something more?

Fluttershy noticed what had grown between his legs and immediately broke the kiss. The changeling blushed when she stared at it's large size. Fluttershy then smiled at the changeling as she walked past and got underneath him. Her snout touched his endowment. She gave a small kiss before licking the tip of it with her tongue, then shoving the whole thing in her mouth. Her saliva covered his shaft, the tongue circling it while he shivered with pleasure. Back and forth Fluttershy's head went, increasing the overwhelming pleasure the changeling was feeling, eventually sending him over the edge. He released his seed inside Fluttershy's mouth, landing on her tongue and the back of her throat. As she savored the salty flavor of his cum, she got out from underneath him, finally swallowing his gift to her.

The changeling was left panting as the pleasure that filled his body was overwhelming. Cum still dripping from her mouth, Fluttershy approached his ear and whispered, "Why don't we take this upstairs?" The changeling followed her cluelessly upstairs. He knew what the idea of sex was, but he didn't know how to do it.

As Fluttershy walked into her bedroom, she immediately went inside her closet. She began to put on a silk outfit that had four socks for each hoof, and long silk straps that held it all together as it connected with the silk collar on her neck. She walked out the closet to find the changeling sitting on her bed looking very confused. "What's wrong, don't you like what I'm wearing?"

"Yes but, I have to confession to make." The changeling replied.

"What's that?"

"I, um... I've never... I don't how to do this."

"Do what?"

"This thing you want to do."

A sneaky smile came across Fluttershy's face as she grasped her moment of opportunity. "Well then let me teach you."

She walked over to the changeling and sat down next to him, explaining the basics of intercourse. "Now, the first thing we need to do is give a small kiss."

"Okay, then what?"

"Then you push me onto the bed and buck me."

"But how?"

Fluttershy looked at his penis to demonstrate. "You get this," Grabbing it in her hoof, "And put it here." She said pointing to her backside. Still looking confused, the changeling did what she said. Starting off with a small kiss, then going all in.

As he shoved her onto the bed, he got into position, holding her legs to his side as she laid on her back. As he began to insert himself in her, an instant reaction made Fluttershy spread her wings on the bed. The changeling was in awe as her wings spread out amplifying her beauty. The changeling began to thrust back and forth inside her, triggering her soft moans. The changeling leaned over to kiss her, his tongue reuniting with hers, and enjoying another long passionate kiss.

As he thrusted faster and faster inside her, he began to experience something he had never felt before. A feeling that no changeling had ever felt. Every changeling has always felt alone, but now he felt... loved. And it only took a caring pony like Fluttershy to prove that he wasn't evil. Tears ran down his face once more as feelings of happiness, sadness, appreciation, and confusion began to spread throughout his entire body.

The changeling began to thrust faster inside her. Picking up speed with each breath he took. Fluttershy's soft moans soon turned to loud screams. "Ah! Unh! Don't stop! Right there!" Fluttershy spread her legs wider as she could feel the great wave of pleasure rush through her body. Chills went down her spine just as she finally realized that she was about to... "Ah!"

Cum spewed from the sides of her pussy lips. Her blush becoming extremely visible. She was left panting as the changeling began pulling out of her. "No! Don't." Fluttershy said.

"What?" The changeling asked.

"If you want to, keep going." Fluttershy replied.

The changeling gave a bizarre look before continuing to thrust inside her. His breaths became more scattered, meaning he was getting closer to his orgasm. The pleasure was bringing closer and closer to the edge. It wasn't long until he finally reached his peak. All it took was one final thrust to send him over the edge. His seed filled the inside of Fluttershy, flooding every part of her marehood.

The changeling collapsed onto the bed next to Fluttershy. He panted heavily as exhaustion took over his body. Sweat ran down his body as Fluttershy stared into his eyes. They could both see the beauty in one another, the innocence and shame. But at the same time, they felt closer to each other, closer than they had ever felt before. The two held hooves, as they fell asleep. Sure, it was only the middle of the day, but the exhaustion and romance made it feel like a long day. A day they most certainly both enjoyed.

----------The Next Morning----------

Fluttershy woke up in her bed, only to find that she was completely alone. There was only silence except for the wind that howled outside her window. She looked all around her house. The kitchen, bathroom, living room, dining room, but the changeling was nowhere to be found. The only thing she managed to find was a note. As she picked up the paper, she began to read the very poor writing that was on it.

"Fluttershy, you have been so kind to me, and I really appreciate it. But I know I cannot stay. The purple pony only knows what she was taught, and so does everypony else. They don't believe in a nice changeling. Except you. You have a gift for animals and all kinds of creatures. I thank fate for putting me with you. I am heading back into the forest where I came from, in hopes to find my kind. But don't worry, I will visit. As long as we remember each other's love, we will never be far apart."

As Fluttershy read those final words, she sat down. She didn't know whether to be happy or sad. The changeling that she had become so close with leaving so suddenly. The note was heartwarming enough, but she wished he would stay. As she folded the paper and put back down, the only word she could manage to say was, "Goodbye."

Author's Note

I'm really sorry but my stupid ass forgot to save last time I closed the browser. :facehoof: So just know that this is not as good as it could've been. But I hope you still enjoy it.

My most successful story yet! Thanks for the views and likes! :pinkiehappy: