The Creature in the Cave.
Fluttershy slowly opened her eyes to the sunlight streaming in through the window of her cottage. As she blinked, the sounds of birds chirping in the garden brought a soft smile to her face. Sitting up with a yawn, she brushed the back of her wrist past her eyes to clear them of sleep crust.
The cold hardwood floor sent a chill through her velvet covered hooves as she stepped out of bed. The feeling buzzed up her spine, causing her to shiver slightly, her wings stiffening in the cool morning air. She ran a hand through her mane, disentangling the long, pink locks, looking around the room as she did so. Something… something was not right.
Casting about with her senses, she detected a distinct air of nervousness. Mice skittered about on eggshells, and the birds singing was more subdued than usual. Seeing a small hedgehog cowering in a corner, she gently scooped it up, gently cupping it in her soft hands.
“What’s wrong, little one?” Fluttershy asked. It looked up at her with teary eyes, pointing a shaking paw in the direction of the Everfree forest before leaping from her grasp and scurrying toward the nearest hidey hole.
Standing, the skittish pegasus took a deep breath to pluck up her courage. Some new predator must have wandered into the area, and as the self-appointed guardian of the local critters, it was her responsibility to check it out. It was a scary job, but nopony else had her connection with the animals. Besides, she reasoned with herself, It’s probably just some misunderstood sweetheart, like Harry. The thought of her big bear friend made her relax a bit. He had terrified her at first, but she had quickly discovered that he was just a big softie at heart.
Convinced for the moment, Fluttershy began preparations for her excursion. Studiously avoiding her mirror, she stripped off her thin nightgown, folding it and setting it on the bed. She pulled on an olive green shirt and khaki shorts, light enough to keep her cool once the sun reached its zenith. As she fastened the shirts buttons, she could not help a small blush as she struggled with the ones around her generous breasts. Forced to use the mirror, her blush deepened as she noticed the way her perky D cups strained against the thin fabric.
The hem of her shirt was riding up, showing off just the slightest hint of her midriff. She pulled down on it in a futile attempt to retain her modesty, but was soon forced to give up. Time was of the essence. If she hurried, it was likely that nopony would see her as she made the dash from her cottage to the tree line.
The cool morning dew lapped against her hooves and ankles as she sprinted for the cover of the forest, wings flared behind her to give her more speed. The long grass tickled her fur and velvety hooves, unnoticed in the mare’s mad dash. She finally made it, taking in deep gulps of air as she hid behind a large tree. Her ears flicked, listening for any sign that anyone had seen her, but there were none. She was alone.
In fact, she heard almost nothing at all. No animals frolicked in the undergrowth. No cicadas hummed in the mid-morning air. Even the sounds of her birds, only twenty meters outside the forest limits, seemed almost muted. The vague nervousness she had sensed in her home had been replaced with a pervading anxiousness, too powerful to ignore. Whatever was waiting for her, it was powerful. I only hope it’s friendly. Or at least reasonable.
The silence only deepened as she pushed through the undergrowth. Soon she was out of reach of the chirps and songs of her birds, and the forest animals seemed none too eager to take up the chorus. A sullen silence seemed to suffocate everything, consuming every last bit of sound and cheer. By contrast, every one of Fluttershy’s moves seemed to be telegraphed to everything in a kilometer’s radius. Every broken branch, every rustled bush, every nervous breath seemed to shout out to the forest, screaming “Intruder!” to all who cared to listen.
Finally, she came to a place where absolute silence ruled. The air felt heavy with anticipation, and Fluttershy felt goosebumps rise under her yellow fur. She was in a small glade, backed up against the base of a small cliff. She sniffed. She knew this place. Years ago she had tracked an Ursa here and tagged it for the Solar Guards to track. It had since moved on, and until now its den had remained empty. Crossing her arms to fight off a chill, she made her way over to the cave entrance and stepped inside.
On entering, she blinked, eyes widening in surprise. She had never entered the cave; anyone with any common sense knew better than to intrude on an Ursa in its own den. Her experience with the creature had done nothing to prepare her for what was inside.
Rather than the small, dark hole she had imagined, the cave continued on for several meters before twisting out of sight. The air was clear, a soft breeze flowing through, not from the cave mouth, but from its inner depths. The air carried a sweet scent, like vanilla and lilac. Luminescent lichen and phosphorescent crystals cast a soft glow over the cave, and the floor was covered in a carpet-like layer of flowering moss. The whole place had a magical, almost homely feel that managed to calm her nerves and put her at ease. She nearly forgot all about her mission as she followed the cave deeper into the cliff side.
Finally reaching the bend in the cave, she was struck with awe as the cave expanded into an enormous cavern, filled with towering crystal columns and giant glowing mushrooms. The sound of running water caught her ear, and she could detect the faint scent of water bubbling up from some subterranean spring. The only way to describe it was breathtaking.
A movement caught her eye. Something sparkling, suspended between two of the pillars. Fluttershy could not resist the tug of curiosity, and carefully made her way deeper into the cave to investigate. Colors danced in front of her in a hypnotizing pattern, reflecting the lights of the crystals, wafting gently like a curtain made of the finest lace. So enamored was she by the sight that she reached out to touch the thing before she even realized it.
She froze. Her ears flicked nervously as she picked up a faint sound, like hooves skittering over stone. She turned in place, straining to see through the dim light of the cavern. “H-hello?”
The skittering grew louder, and Fluttershy whirled as a stone tumbled free of the wall, clattering to the cave floor. “Hello?” She called again, her voice wavering in anxiety.
“Hello, my little butterfly.” Cooed a soft, feminine voice. The words echoed, reverberating through the chamber so that Fluttershy could not tell where they originated.
The pegasus swallowed anxiously, heart thudding heavily in her chest. “You, you startled me…” She said shakily.
“Yes, I so often do have that effect on ponies,” The voice said.
Fluttershy spun around, eyes and ears on high alert for any sign of her mysterious companion. “Who are you?” She squeaked.
“I could ask you the same thing, my little morsel.” The skittering seemed to grow louder for a moment, before fading away.
“M-m-morsel?” Fluttershy shivered. M-maybe it’s just a figure of speech. I should just try to be friendly. “Um, my name is Fluttershy-” Her voice cracked as she said it, and she found herself curling into a little ball, as if the mere act of introducing herself would bring disaster.
“Fluttershy,” The voice hummed. “A lovely name for such a delightful morsel.”
“Please, stop calling me that,” Fluttershy begged.
“Oh, but you do look just positively delicious!”
“I’ve had enough!” Fluttershy cried, leaping to her hooves and making a mad dash for the cake entrance. Her heart fluttered with joy as she saw light, only to be bounced back by some invisible barrier, landing roughly on her flank. “Ow…”
The voice giggled. “Oh, darling you are just too much!”
Fluttershy whirled in a panic, running along the wall, searching desperately for another way out. Tears streamed down her eyes, blurring her vision, and she wiped them on the run. She did not care if she got lost, she just had to get away from whatever horrible monster was stalking her.
The sound of skittering hooves continued to hound her, and she bounced off another barrier with a squeal. In her desperation she realized that it was not as solid as the first, and in a panic she began clawing at it, covering herself in sticky fibers as she did. Finally, it clicked. What she was trying to tear through, it was a web! A massive spider’s web!
With a strangled cry she made it through, only to realize she was trapped. More webbing surrounded her on all sides, and the creature continued to close in. Frantically she began tearing at another web, not caring as the sticky strands of spider silk clung to her arms and matted her hair. Her hand just made it through before she felt something latch onto her with a powerful grip, pulling her back into the center of the web. It rolled her until she was pinned on her back, forced to look into the eyes of her tormentor.
Its face was a rough approximation of a pony, with fur of alabaster white and eyes of deep sapphire. It had a narrow, pointed horn and a second pair of vestigial eyes peeking out from under its shockingly well-coiffed mane. Its snowy body was thick, and eight hoofed legs supported it above the ground. Two of those legs were pressing into Fluttershy’s shoulders, holding her firmly in place with her arms and wings splayed.
The thing with the face of a pony leaned in, mouth open just enough to reveal a pair of tiny pointed fangs and a thin tongue. Fluttershy closed her eyes as its breath caressed her neck, anticipating the painful bite. It never came. She whimpered in confusion as a soft cheek nuzzled against her own. Forcing herself to open her eyes, she locked gazes with the creature.
“What are you?” She breathed.
The creature looked taken aback. She reared back, studying the helpless pegasus before her. “Nopony has ever asked me that before…” She said wistfully. “My name… is Rarity.”
“It’s a, um, it’s a lovely name.”
“Th-thank you!” The creature, Rarity, said with a blush. “Oh darling, you cannot imagine how good it feels to hear someone say so. I mean, I always knew I had chosen a rather fabulous name, but it is quite nice to hear somepony else say it for once.” Then her expression turned sad.
“It’s almost a shame… You’re so kind, and so beautiful. I hate to do this, but I have to feed!” Quick as a flash her head darted forward, and this time she sank her fangs directly into the pegasus’ neck. Fluttershy gasped as the needle-like fangs pierced her neck, delivering their unknown toxins directly to her bloodstream. Immediately she felt woozy, and the temperature of the cave seemed to rise several degrees, but she could not tell if those were the effects of the poison or her own panicked mind.
Fluttershy wanted to scream, but her throat felt like it was made of sandpaper, and her mouth filled with cotton. Her heartrate increased and she broke out in a cold sweat. Rarity looked down on her, blue eyes filled with regret. “I’m sorry, darling,” She whispered.
With Fluttershy’s limbs spread helplessly beneath her, Rarity had unfettered access to the mare’s voluptuous body. Clumsily she tore at the shirt’s buttons, but to Fluttershy’s great relief the arachnid’s forehooves were too unwieldly to work the delicate clasps. Frustrated, the spider creature leaned in, her breath once again tickling Fluttershy’s throat. With a nip and toss of her head the garment was torn away and deposited on the stone floor.
Freed from their prison, Fluttershy’s breasts bounced against her chest, their movements renewed with every sharp gasp of breath. The cool cave air caressed her bare body, causing her nipples to harden and poke shyly through the butter colored fur on her chest. Fluttershy could feel her arousal building, a hot fire burning in the pit of her stomach. Her face blushed pink to match her hair, and her wings stiffened beneath her.
“Hello, my little butterfly,” Rarity cooed, nuzzling the soft mounds of flesh. Fluttershy moaned as the spider’s soft muzzle teased her sensitive flesh. She tried to struggle, but to no avail. With a shock, she realized that she could not even tell what she was struggling for. She should be fighting to escape, to flee and never return. Instead she was desperately reaching for her nethers, and her eyes silently begged her captor to make her feel nice.
Fluttershy’s blush deepened as lewd thoughts filled her mind. Thoughts of being bound, taken against her will. It was all too much. She wanted to scream. Tears filled her eyes as she tried to rub her legs together to find some semblance of relief, only to be denied it by the creature’s interference.
“Now, now,” Rarity said soothingly, “Don’t struggle. I don’t want to damage you. I need you to keep feeling good for me, okay darling?” Her soft lips caressed those of the pegasus, and she deepened the caress into a deep kiss, forcing her tongue into Fluttershy’s mouth and tasting her saliva. The pegasus moaned into Rarity’s mouth, touching the spider’s tongue with her own. They both gave themselves up to their instincts. One, a hunger desperate to be sated; the other, a lust begging to be satisfied.
Rarity broke the kiss with a soft pop, trailing a thin strand of saliva as she separated herself from her prey. That had been little more than an appetizer. The meal was yet to come. Adjusting her grip, she hoisted the surprisingly light pegasus up against a web, securing her with strands of sticky silk around her arms, legs and wings. Fluttershy squirmed half-heartedly as she was suspended spread-eagle above the cave floor.
Once again using her teeth, Rarity nipped off the button securing her shorts above her waist. Fluttershy giggled deliriously as the spider’s breath tickled her tummy. Another nip and flick later and the garment joined its ruined counterpart on the stone floor.
Fluttershy breathed heavily as she was exposed. The aphrodisiac injected into her blood stream caused her head to spin, replacing her thoughts of embarrassment with feelings of heat and lust. She could feel Rarity’s gaze on her curly pink bush, but made no effort to cover it with her tail. No, she wanted Rarity to see it, to touch it, to make her feel all the things she was scared to feel.
Rarity did not keep her waiting long. She ran her forehooves gently down Fluttershy’s sides, tracing her rounded hips and slender waist. Breathing almost as heavily as her victim, she leaned forward and once again took her into a passionate kiss. The pegasus returned it hungrily, desperate for the attention her body craved.
As a spider, Rarity had eight legs, and she used them. Maintaining her balance on the back four, she used the others to pleasure Fluttershy in ways nopony ever had before. Her foremost hooves teased the yellow mare’s breasts, massaging them gently and rolling the stiff, sensitive nipples with her own sensitive frogs. Her other hooves set to work teasing the poor mare’s throbbing pussy. Wrapping one leg around her waist, the other gently rubbed against the moaning pegasus’ moistening folds.
The musky smell of arousal filled the air, causing Rarity’s stomach to rumble. She deepened her kiss, determined to coax as much as she could out of her prey before she fed. Fluttershy thrashed against her bindings, bucking her hips desperately in a mad attempt to get herself off, but Rarity was having none of it. When Fluttershy’s hips shot forward she would withdraw her hoof, carefully keeping the pegasus on the edge of climax.
Finally she broke the kiss for good, in order to continue teasing the mare properly. She lowered her mouth to one of her pink nipples, latching her lips around it as she began to suckle. Her prodding had teased forth a bead of cream and she licked it up greedily. Mouth unrestrained, Fluttershy gasped loudly as Rarity’s wet tongue rolled over her sensitive teat. Rarity continued to tease her other breast with a spare hoof, before switching sides and teasing forth as much milk as she could from the other breast.
Her other legs were not idle. With one freed from its duty of teasing the pegasus’ breasts, she wrapped two around her butter colored legs, spreading them apart at the knees to give the third better access to Fluttershy’s dripping cunt. She rubbed the full length of her leg over the moist slit, teasing the swollen labia with the brush of her soft fur. Fluttershy squirmed, trying to press her legs together, but Rarity held her fast.
“Please!” Fluttershy gasped, “Please, Miss Rarity, stop teasing me!”
Rarity could feel the struggling pegasus’ heartbeat. Her blood pulsed through her swollen nipple, throbbing against Rarity’s lips. The spider giggled, the vibrations of her laughter only edging the poor pegasus on more. Humming merrily, she buried her muzzle between the soft mounds, inhaling deeply to capture Fluttershy’s scent.
“Hmm, darling, I think it’s about time for the main course,” She informed her victim, trailing kisses down her taut tummy towards her delectable honey pot. She nosed it gently before extending her tongue in a tentative lick that sent shudders through the bound pegasus. Fluttershy’s legs twitched against the snow white muzzle, but Rarity was not quite ready to relieve her. Abandoning the slit, she instead continued her trail of kisses, planting them in a row down the left thigh. Reaching the knee, she switch legs, making her way back up even as Fluttershy twitched and moaned.
Again Rarity passed over the pussy, instead burying her muzzle into the curly hair and soft flesh of the mons pubis. Taking a deep breath, she exhaled in a loud, wet raspberry that made Fluttershy shriek with surprise and laughter. Rarity nibbled at the sensitive skin, careful not to pierce it with her pointy fangs. Finally, slowly, she worked her way down, returning to her prize.
“No, no more,” Fluttershy gasped, already exhausted even despite the fact that she had not even cum. Cold sweat dampened her fur and matted her hair, and the scent of her arousal combined with her natural musk was stronger than ever. She leaned heavily against her bonds, intoxicated by her own smell.
Rarity’s stomach rumbled. Enough foreplay, she decided, time for the main course. She stuck out her tongue, running it the full length of the moist slit in one long, drawn out lick. Fluttershy’s whole body shuddered, so close to orgasm that Rarity could literally smell it.
She continued to tease at her prize. Every meal deserves to be savored, especially one as rare and delightful as the one Fluttershy was providing. She swirled her tongue around in tiny circles, tasting every last drop of pre cum and constantly teasing out more. Curly pink pubic hairs slid over her taste buds, relinquishing bits of the bitter liquid that had gotten stuck between them. Rarity swallowed greedily, every drop serving to whet her appetite.
Finally, her hunger became too much, and she began working Fluttershy’s pussy in earnest. Her tongue slipped between the folds of the pegasus’ labia, at last giving her insides the attention it craved.
“Yes, yes! Thank you!” Fluttershy panted, arcing her back as the undulating muscle entered her throbbing hole. Her forelock fell over her right eye, obscuring her view as Rarity began tongue fucking her in earnest. She moaned, bucking her hips in a desperate attempt to lend whatever aid she could. It was not long before her rising libido took over, blurring every detail and erasing every last vestige of resistance. Liquid ecstasy coursed through her blood as her nethers pulsed with a neigh unbearable heat. Rarity was in little better shape. The scent and anticipation of her meal had driven her nearly mad, thrusting her long narrow tongue roughly in and out of her victim.
Fluttershy shook under the assault, giving herself over fully to the pleasure quickly engulfing every conscious thought. Wave after wave of it washed over her, raising her to new highs and receding with force, only to return even higher next time. Another wave washed over her, and finally, it broke. A massive spasm wracked her lower body, and her legs contracted with enough force to tear free of the webbing, curling around Rarity’s head like a vice. The spider’s muzzle was forced deep into FLuttershy’s hole, nearly choking as fresh cum flooded her throat and nostrils. She managed to twist free, coughing and sputtering as the creamy fluid dripped down her face. She licked her lips and face, eyes sparkling as she tasted the thick, sweet syrup.
Determined to not let a drop go to waste, Rarity quickly returned to her spot, greedily slurping up long strings of the stuff. Fluttershy’s legs hung limp after the initial spasm, and Rarity happily cleaned up the sticky substance coating their inner thighs. With the obvious mess taken care of, she returned her attention to the yellow mare’s pussy, still dripping with fresh cum. As she lapped up her meal, she could feel the swollen, oversensitive labia continue to shudder in post orgasmic exhaustion.
Full, and satisfied that there would be no more, Rarity left the limp pony to her own devices and made her way over the subterranean spring. Splashing the cool water on her face, she managed to clean off the rest of her meal. As the water resettled, she noticed her reflection and was horrified by the state of her mane. She took several long minutes to wash it out and comb it, finally returning it to its former glory.
“Now,” She said to herself, “Time to wrap this up.” She giggled at her own joke, already considering what sort of pattern she would use on the pegasus’ cocoon. Returning to her insensible captive, she could not help but be struck once again by the mare’s beauty. Truly, it would be a travesty to destroy such natural grace. Conflict stirred in the creature’s heart. Lying the unconscious pony on the ground, she came to a decision.
==O==
Fluttershy slowly opened her eyes to the sunlight streaming in through the window of her cottage. She blinked. That was not a roof she was looking up at, and it most certainly was not a bed she was lying on. Wind shuffled the canopy of green leaves hanging overhead while soft grass caressed her bare back and wings. Fluttershy moaned, head throbbing as she tried to remember how she had fallen asleep inside the forest.
Upon further investigation, she managed to get her bearings, quickly finding the small dirt trail cutting through the trees a few meters away. She was at the extreme edge of the Everfree, close enough to see her cottage between the gaps in the trees. Dazed and confused, Fluttershy pushed herself to her hooves, only to nearly fall as her legs buckled beneath her. She winced in pain, thighs and calves burning as if she had run a marathon. Grabbing a broken branch as a crutch, she made her way shakily to the edge of the woods.
Something struck her from behind, leaving her winded and sprawled on the ground.
“Fluttershy! Thank Celestia you’re all right!” Rainbow Dash gushed. Fluttershy groaned as her sore muscles protested the rough treatment. Rainbow grinned sheepishly as she helped her friend return to her feet, before pulling her into a rough but sincere embrace. “I’m sorry, I was just so worried! I looked for you all day, but nopony knew where you were! You didn’t go into the forest alone again did you?”
Fluttershy gently returned the hug, pressing the shorter pegasus into her bosom. “I’m fine, Rainbow Dash, just a little sore. I must have fallen asleep on one of my nature walks, and laid badly.” She brushed a hand through her friend’s prismatic hair.
Rainbow Dash squeezed back, before breaking the embrace and coughing sheepishly. “Y-yeah, I knew you were all right,” She said, discretely wiping away a tear. Her cheeks flushed pink as she realized just how cool she looked. “Um, say, what’s that you’re wearing?” She asked, fumbling to change the subject. “It’s cute, but I’ve never seen you in anything like that before.
Confused, Fluttershy looked down. Her body was adorned in a beautiful sundress of the purest white. Adorned with delicate outlines of flowers and butterflies, it drifted in the soft breeze like a morning fog. She blushed, realizing just how well the backless dress hugged her curves, the thin fabric granting the faintest glimpses of her full figure, as if every detail had been designed to accentuate her natural beauty. She glanced into the Everfree, the barest flicker of a memory rising to the surface.
“It was a gift, from a friend…”
Author's Note
Well, that was fun! I wish I knew the genius that came up with the original Spider Rarity sketch, it was just too adorable. I really enjoyed writing this one, as well as drawing the cover art, and I hope you all like it too!
Fluttershy x Rarity is probably my favorite ship, so expect to see a lot more of them in the future (Though probably not quite like this 
).
