Custodian: Pegasus Nights

by Twigai

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Other, Romance, Soarin, Fluttershy, Sex
Length: 15024

Bathed in Luna's grace, lilac-scented breezes call to each pegasus pony, stirring a needful twitch in their wings that bids them aloft to romp in their natural habitat. A certain lemony mare always makes a brief, anonymous event of it. Until tonight.

(Note: This is a soft story about sexual exploration/education, with some explicit group activity and implied breeding. If this sort of interaction isn't your thing, it may be best to move on.)

The night sky, touched by Luna's grace, teems with the dance of pegasus ponies. Once a year the gentle caress of a lilac-scented breeze fills their lungs and stirs their hearts, gracing each soft coat with an undeniable tingle just between the wing spurs. Reaching beyond vocation and civility, instinctual need builds inside each soul a conflagration that must be satisfied in the clouds above. Wordlessly they acknowledge the instincts that summon them to their natural habitat. Together they will romp and play, until quelled by the satisfaction of dawn's early light.

A certain lemony mare, no more able to resist the call than her tribe mates, has always made a brief and anonymous event of it. On this night, she will be visited by three charges, and in their innocence she will embark down a sensual path she had never before considered.

The path of Custodian.

(The final chapter of this story was included to increase the potential for sequels, should sufficient interest arise.)

Published 2016-09-16 20:10:01 UTC
Last updated 2016-09-16 20:10:01 UTC

1 - Taking Wing

Fluttershy couldn’t see it. But she knew it was there.

It wasn’t so much a physical feature discernible with the naked eye. The surface of the moon remained unchanged throughout the entire process, and as a result it was all less quantifiable through formula and fact. Other tribes of ponies had come to accept it as a natural process, but to a pegasus, attempting to describe how it felt was like trying to explain an orgasm to a rock.

Fluttershy watched the sky from her living room window. It looked no different from any other night, but she could feel the change in the wind that heralded the arrival of that time. It was a sensation that had become, at this point in her life, as familiar as the back of her hoof.

A warm summer breeze that smelled of lilac wafted through the open window, caressing every inch of Fluttershy’s sunny coat in a persistent shiver. She closed her eyes and drank deeply of the scent, allowing it to swell within her as her lungs expanded to accommodate it. She felt a wobbly sensation, and looked down to find that she had climbed into a perch atop the back of the couch without even realizing it. The furniture beneath her was tipped askew and threatening to collapse.

Shunning her wings, she carefully climbed back down to lay on the cushions proper. She glanced at the full-length mirror that had been hung in the foyer a few weeks ago, and her eyes fell upon exactly the scene she expected to see.

She lay there and stared at herself, her cheeks deeply flushed. There was a certain buoyant, feminine luster to her mane and tail that seemed to beautify her purely on instinct. She couldn’t even remember when she had curled her lashes and added a slight spritz of apricot perfume to her neck, but the results were clear. She batted her bedroomy eyes at herself and flipped the tip of her pale pink tail until the movement became involuntary.

It had begun a week early this year. Fluttershy had made plans with her friends this evening, but they were not pegasi, and thus she ultimately could not be with them. Thankfully they understood when she excused herself and vanished into her home to await the appointed hour, as so many of her winged brethren had. She could feel the pressure on her wing spurs, and the tingle in that special tuft of fur that lay just in between them. She wanted to turn her head and lick herself there like a cat engaged in grooming, but it was already taking enough of her willpower to keep from taking wing prematurely and inviting disaster.

“Shhh...” she said softly, smiling to reassure herself. “No flying yet. Just sit still for a little while longer.”

Every pegasus that was old enough to understand knew to fight the urge to sail into the sky too soon. When the time finally came, nature would chose the venue, and the alluring breezes would congeal around a certain spot in the clouds. The scentless scents would then change, and everypony who bore wings would simply know where to go. To spread one’s wings before the appointed time would invite getting lost in the jet stream of desire; the pied piper leading an unsuspecting pony off course on an exhaustive, earthbinding journey to the middle of the Everfree, the dragon lands, or worse.

Ironically, the appointed evening always began with a need to exist as the opposite of everything a pegasus was - to resist all urges to fly.

Realizing her intense need for a distraction, Fluttershy rose from the couch and walked across the room with an uneven gait. A rumpled, unassuming cardboard box lay there. She had dragged it out from under the bed and down the stairs as soon as she had gotten home and properly locked her door. Within were objects she had never allowed any other pony to set eyes upon.

They lay before her, tucked into the box like knotted, ridged, bumpy or feathery puzzle pieces constructed from gel, metal, or icy glass. She took one up in her teeth with determination, flopped over on her side, and arched her neck to simply touch it to a place most ponies would not venture near in polite company.

“...ngh...”

Fluttershy tensed as a sharp sensation of cold blossomed beneath her. She had chosen the twisted glass toy - a work of art on its own merit - for a reason. It felt cold, and the icy sensuality it gave rise to was like a temporary cold shower.

Or at least, it used to be.

The chill through her body had been a helpful deterrent in the past, but it had also given rise to a certain side effect. As her body became used to this sort of mollification, Fluttershy found that the cold had become a source of titillation as well. Each time she exposed herself to it she hoped the cooling effect would calm her, but tonight was just like all the rest. She tossed the toy away and watched as it clattered in muted bumps on the rug. Frustrated, she rubbed her thighs together and bid the lovely toy a regretful farewell.

The lone pegasus shook her head, tousling a mane that had become pleasantly fragrant even to her, and poked her muzzle back into the box. Rooting around, she soon came upon a small object that emitted a constantly oscillating, translucent glow which shifted in spectrum from cerulean blue to deep indigo, violet, and back again. She wrapped her lips gently around the item and extracted it, dropping it into her waiting hooves.

The item was a simple cylinder, not much different in size and diameter from her secret toys. It was perfectly straight, had a smooth surface, seemed to shine with less luster than it had six months ago when she’d first obtained it.

“Twilight said...” she spoke aloud, rolling the object on the floor between her hooves, “That it would be potent until the light faded enough that I could see the red line.”

She squinted. A very faint hint of red was indeed prevalent, in a thin band around the object’s center. It was so fine, however, that she never would have noticed it if she hadn’t been specifically looking for it.

“...does that count?”

Fluttershy stroked the surface of the small object as if to encourage potency from the promising glow within. Though it appeared perfectly smooth, she could feel the nearly microscopic perforations all over it. Magic was designed to release from the object’s ‘pores’ when it detected...appropriate dampness and warmth.

She stared at the tool, worrying as was her habit, until resolve struck her. This would have to do. She knew full well that on this, of all nights, nature would not be cheated. She could rub herself raw all night long, but unless she found a proper release, in the morning she would have nothing to show for it but a debilitating passion that would claw at the back of her mind and distract her from her life clear into next year.

Fluttershy rolled onto her back, her hind legs in the air, and pinched the cylinder between her hooves, guiding it downwards. She let out a small whimper when it slipped inside her, but managed to keep her composure until the tool’s warmth spiked and then faded. With a small sigh, she then extracted it and placed it on a nearby towel to dry. It was still potent, and thus it would still protect her womb from the...complications that could result from such a night as this.

That’s what she thought, anyway.

Fluttershy sniffed the air with growing impatience, but her reverie was broken by the jarring sound of a hoof rapping on her door.

“Wh-wha!?”

Daring not to beat her wings even once, she scrambled to her hooves and searched in a panic for a place to stuff the box.

“Commmming!” She cried. “Just a minute pleeeeease!”

The rapping resumed, scaling up in intensity with every moment Fluttershy dallied and scooted the box ineffectually into one corner or another.

“Oh dear, oh dear, u-uhm...uh...”

Finally she lifted the rug and shoved the box unceremoniously under it, kicking it a few times with her hind leg in a vain attempt to make the new bulge on the floor look less obvious. Hastily she smoothed her mane, took a few calming breaths, and hooked her hoof around the door handle, pulling it wide and bathing the foyer in the light of the full moon.

“H-hello!” She announced with exasperation, already searching her mind for ways to shoo whatever wingless pony had mistakenly come calling. “What can I do for--huh?”

Before her stood two stallions and a mare, but so young were they that they were only just barely deserving of titles beyond that of colt and filly. Each of them bore the same squirmy flutter in the wings that marked their flanks.

“M-miss Fluttershy?” The lead stallion, a chocolate-brown pegasus with a ash-yellow mane that glowed in the moonlight, spoke for his companions. “W-we, uh...we’re sorry for bothering you, but...we didn’t know where else to go.”

“We feel funny,” The sage-green mare with a foofy blueberry mane complained. She appeared as shaky on her legs as Fluttershy felt.

“What’s going on?” Queried the other stallion, orange with an ebony mane; his brow knitted with confusion.

Fluttershy gaped.

“You...you don’t know?” She asked incredulously. “None of you?”

As one, the three young adults shook their heads. It occurred to Fluttershy that she knew these ponies. The lead stallion had only one parent who was an earth pony. The other two, siblings, had parents whose vocations frequently took them away on business.

They really don’t know, do they, Fluttershy thought. She stood aside and waved the ponies into her home.

“You poor dears, come in, come in.”

Bewildered and lost, the trio trotted inside. Before the last one had cleared the threshold, they all began pelting their elder with questions.

“Are we okay? Are we sick?”

“I wanna fly, but I dunno where I wanna go. Why?”

“I can’t sit still and I can’t concentrate on anything. What’s going on?”

Fluttershy ducked in and out of the kitchen, returning with a tray balanced on her hoof that bore three cool glasses of orange juice, which she promptly passed out. “No, no, you’re not sick,” She assured them. “But you musn’t try to fly. Not yet.”

Her service was partially to calm her guests with refreshments, and partially a means by which to explore a theory that was quickly confirmed as she walked among them. Bobbing beneath each young stallion was a strong, twitching erection, and the scent wafting from the mare was easily noticeable. When she completed her rounds, Fluttershy sat the tray aside and held up a hoof to silence their nattering questions.

“You’re all going to be just fine,” She told them. “It shouldn’t be long now. If you’ll wait here with me, I’ll take you to a place that will help to calm you down.” She smiled brightly, “Can you do that for me? Try to be patient until then?”

The ponies, all with straws in their mouths now, looked between one another and nodded. The mare spoke.

“My wings feel funny. Like itchy. I wanna go somewhere.”

“I know dear,” Fluttershy replied. “It’s because...well...it’s because you’re a pegasus. I promise you, what’s happening is completely normal. It’s something all pegasi go through, and all three of you are going to be just fine.”

The orange stallion blushed and flattened his ears. “I uh...um...” his voice softened and he nodded slightly towards his flank, “...I can’t make it go away. I can’t just...uh...walk around town like this...”

Fluttershy knew what the young stallion was referring to without having to ask. “It will go away. But you won’t be able to do it on your own tonight.”

“...but it always went away before,” The chocolate stallion said, after the pair exchanged confused looks.

Fluttershy felt a small measure of pride welling up in her breast. This was a topic that she knew full-well would normally have sent her bolting under her own bed to hide. Nevertheless, she felt a certain instant kinship with these three. Their innocence engendered in her a mothering instinct that allayed her personal fears.

“What’s this?” The sage green mare poked at the bundle under the rug.

The hairs on the back of Fluttershy’s neck rose in alarm, but she fought the urge down. It felt unfair to default to embarrassment after inviting them into her home and barely scratching the surface of an explanation. Instead, she approached the young mare and looked her over again. She was as young as her companions, and Fluttershy reasoned that if she didn’t know what was happening here, certainly she was not prepared for it.

With a commanding air, Fluttershy stepped over to the rug and turned to face the boys.

“If you don’t mind,” she instructed, “would you both please turn around?”

The boys glanced at one another, shrugged mutually, and finally obeyed. When they were each looking in the opposite direction, Fluttershy reached under the rug and dragged out the tool that was still laying on its towel. The mare looked on, uncomprehending, but she seemed intrigued by the tool’s shifting colors.

“This...” Fluttershy sought for an explanation, “This will help to...protect you.”

“Protect me?” The mare looked suddenly frightened, “From what?”

Fluttershy sighed at her own lack of eloquence. She took a deep breath and kept her eyes on the swirling, peaceful colors of the toy. The twitch in her wings was becoming intolerable, but the need welling up inside her had the added benefit of emboldening her. She began to explain, speaking loudly enough for the stallions to hear.

“Tonight is a very special night that only comes once a year. Every tribe - unicorns, pegasi, and earth ponies, have a special time when nature calls to us. It’s as ancient as Equestria, a-and...” She paused, pondering - searching for an analogy they could understand. “I-it’s like salmon that swim upstream to spawn, or heat cycles in rabbits. It’s just a part of who we are. Our special time only calls to us - to pegasi. But pegasus or not, it won’t call to you until you’re old enough to listen.” Fluttershy completed her explanation with some measure of pity for these three, whose confusion resulted from a simple lack of understanding of their own nature.

The young mare blinked, and in her eyes Fluttershy could finally see a measure of understanding. She glanced back at her twitchy wings, and considered the persistent warmth in her core that caused so many shifts of weight from one hind leg to the other.

“Wait, you mean...? B-but...I don’t wanna get--”

“Shhh,” Fluttershy cooed, reaching out to stroke the mare’s blustery mane. “Some ponies use this time for what nature intended. Others don’t.” She ran her hoof along the mare’s neck and shoulders, knowing just a simple touch would distract her sufficiently enough to quickly and easily quiet her. “You have to go. You’ll never get it out of your system if you don’t. But this,” she indicated the tool, “this will keep complications from happening afterwards.”

The mare turned to watch the yellow hoof exploring her withers. She had an even deeper confusion marring her delicate features, and her blueberry mane had taken on a pleasant shimmer much like Fluttershy’s own. Beyond her the two stiffly erect stallions were staring out a window, lost in whatever fantasies their minds couldn’t help but tantalize them with.

“I-I’m not...uh...” the mare lowered her voice to a whisper. “...I’m not in season...”

Fluttershy kept her smile warm and friendly. The textbook explanation gave her a sense of clinical detachment that made her feel more like a doctor comforting a patient. “Our special night doesn’t follow our heat cycles. For as long as it lasts, we all go into season. It’s nature’s way of, well...making sure our tribe goes on.”

The young mare’s shoulders shrank. She began to paw at the rug with a hoof, and turned her gaze to the pensive task. Dismayed, Fluttershy stepped up next to her and gently touched the fluffy spot between her wings, stroking lightly at it, while she filled her voice with the tone she reserved for calming bears with thorns in their paws.

“Does this feel nice?” Fluttershy asked hopefully.

The mare hesitated, but eventually she turned her face to the ceiling, closed her eyes, and smiled softly. “...mm...mmhmm...”

Fluttershy leaned in and whispered gentle litanies into the youth’s ears. “Don’t be frightened. This is a special time, and we’re all pegasi - we all understand. Nopony will hurt you.” As she spoke, she slid the tool into the mare and mentally counted off the number of seconds it typically took to complete its work. The mare shuddered, but Fluttershy kept a soothing pressure on the spot between her wings. Soon enough, the mare’s tail began to swish.

“Can you trust me?” Fluttershy asked.

“...y...yes...yes, Miss Fluttershy.”

Fluttershy smiled and slipped the tool out, its work done. She pulled away from the mare and patted her gently on the cheek. “Then I promise you, you’re going to have a good time tonight.”

“Wh-what do I do?”

Fluttershy shook her head. “Don’t worry about that. You’ll know what to do.” She thought about something she was once told when it was her time to learn, and reiterated it, “It’s as natural as a newborn foal learning how to breathe. Just come with me, and you’ll understand. Okay?”

The mare nodded vigorously, and Fluttershy was overjoyed to see a renewed sparkle in her eyes. She turned to the stallions, addressing them softly.

“Boys.”

The two young males nearly tripped over one other turning around. They snapped to attention like soldiers - the orange one blushed deeply and pulled his hoof away from his penis, where he had been casually stroking himself. Noticing the movement, Fluttershy sought to lighten the mood with a sing-song giggle.

“That’s okay,” She nodded to both of them. “Tonight, it’s okay for you both to do that. Nopony will judge you.” Her forgiving tone turned pitying as she finished her thought. Unlike many ponies who participated in the battle of the sexes, Fluttershy had always felt a measure of sympathy for stallions. They couldn’t hide it after all, and it wasn’t as if every mare trotted around in masking Saddle-Arabian robes all the time.

Despite her offer, neither of the stallions dared touch themselves again. The quartet might have stood in awkward silence indefinitely, but the wind changed, and all of them took in deep breaths that made each one in turn involuntarily flutter their wings, their hooves lifting slightly from the floor as though gravity were cutting in and out. Only Fluttershy met the new sensation with understanding. Still proud of her ability to help these ponies, she stepped to the door and pulled it open, gesturing to the yard outside.

“It’s time now. You can all follow me, but do you think you know where to go anyway?”

The mare pointed at a gathering of clouds high in the sky, tucked between the border of Ponyville and the western hills. “It’s there...isn’t it,” she stated. “I...I dunno why but...I wanna fly there.”

The stallions voiced their agreement, stepping out into the warm night as a small but constant trickle of pegasus ponies passed by overhead. Fluttershy spread her aching wings and finally let them have their way, as she felt herself being involuntarily lifted into the sky. She watched the flow of winged salmon as they flew upstream. It was so easy to join them, she was certain she could have done so blindfolded.

“Come on,” She addressed her new students as if she were encouraging ducklings to cross a street. “Let’s go and take our places with our own kind.”

* * * * *

Despite the urgent presence in her loins, Fluttershy’s wings cut the breeze with a lazy gait. She knew there would be time enough - unlike the young ones, who flew too close behind her out of impatience. She took another deep breath of the indescribable, pegasus-only mating scent, letting it flow through her again - it had a pacifying effect, and she had learned over time not to try to fight it. In her youth, she was terrified that she might do or say the wrong thing and upset somepony, but now she knew that it was enough to find a quiet cloud somewhere in a dark pocket, relax, and let nature take its course.

She would do the same tonight. Stay out of the way.

The scene above the clouds was exactly as she always remembered it. The many clouds, large and small alike, had been arranged in the sky like cascading platforms in a great fountain of night. Pegasus ponies from Ponyville, Canterlot, and surrounding settlements mingled playfully. Some sat together and laughed with their fellows, kicking their legs from the edge of clouds as though the sky were a great wading pool. Others courted one another in the heavens like sparrows in springtime.

Fluttershy paused to enjoy the sight of so many happy ponies, yelping when she was subsequently bumped into by her trailing entourage.

She turned. The three young minnows behind her seemed to barely notice the collision. They were looking all around - marveling at the sights, sounds, and smells. The orange stallion was gently stroking himself again as he watched an older couple fondling one another on a cloud; his sister was giggling under the nuzzling affections of their mutual chocolate-brown companion.

Fluttershy smiled affectionately at them. She might have thought herself lewd for encouraging such behavior, but in the cradle of her tribe’s special night, she knew there was no harm. The young - especially the young - couldn’t be asked to control themselves all the time with no sense of release. She cleared her throat to summon their attention, and waved her foreleg at the scene before them all.

“Go on, have fun. And please don’t worry, okay? Just follow your hearts.”

The sage green mare smiled laboriously and flitted away in the embrace of the chocolate stallion. Her orange brother watched her go. He glanced at Fluttershy again for confirmation. She smiled and tilted her head until he looked excitedly in several directions and was finally off.

Alone, Fluttershy let out a deflating sigh. It felt better than ever to stretch her wings, but there was a certain ache still present within her that required attention. Never one to mingle, she began to glance around for a cloud that was blocked from the attention of the moonlight by its larger brothers. She would perch there like a pigeon and make herself known, the darkness emboldening her, until a stallion caught her scent and followed its tether anonymously into her parlor. The call of the wild would be satisfied once again, and tomorrow would be another day.

“Fluttershy?” A voice called out, “Hey, is that you?”

Fluttershy shook her head. Even in a moment of idleness, rapture was already beginning to erode the precipice of her reason. She turned.

Hovering before her, his strong wings pumping, was a stallion anypony who wasn’t living under a rock could have easily recognized. Pale light from Luna’s grace brought out the luster in Soarin’s cornflower blue coat. A fine specimen of masculinity, Fluttershy found herself noticing the swaying tip of his tail in the breeze and the light in his emerald eyes more than she otherwise would have on any other day. The goggles he wore strapped to his forehead gave his mane a lovely ‘mussed’ look. Around one foreleg he sported a bright, reflective orange band that labeled him as one of the custodians for the evening’s revelry.

“Fluttershy?” Soarin repeated.

Fluttershy blinked, only then realizing she hadn’t answered him. Her eyes had strayed down to his proud, fully bloomed erection - she couldn’t even recall how long she had been staring. She let out a slight gasp and looked away. Soarin rubbed the back of his neck sheepishly.

“Oh, heh...sorry,” He shrugged, his musky scent already invading Fluttershy’s feminine sensibilities. “Can’t really help it, you know?”

Fluttershy took a breath and made herself look at him again. Every pegasus that this evening touched would quickly blossom with sexual excitement, and none of them would be able to do anything to hide the signs of it until dawn’s early light. She couldn’t blame him for the twitching spire between his legs any more than she could blame herself for the constant, frisky swish in her own tail.

“I...I understand,” She finally replied, the pitch of her voice even higher than usual.

The two of them hovered silently amidst their active brethren until Fluttershy’s ears caught the sound voices engaged in activities other than speech. Blushing, she cursed herself mentally for her shyness. She could educate the young about this night, but now that the moment was here, and a virile stallion floated before her, she could do nothing but bat her eyelashes coquettishly. Even her urge to flee and hide herself under a cloud somewhere was stayed by the power of instinct.

“So, hey,” Soarin smiled. “I saw you fly in with some other ponies, but I haven’t seen them around before. They looked kinda young--” He asked his question anyway, knowing the answer, “Did it get them for the first time tonight?”

Fluttershy nodded. “Mmhm. A-and they um...well one of them doesn’t have a pegasus parent and the other two, well, their mom and dad are out a lot and...I guess they...weren’t properly prepared.”

Soarin whistled. “Wow. Must have been a shock. But you took care of ‘em, huh?”

Fluttershy brightened under the praise. Soarin’s smile was chaste, but Fluttershy found herself getting lost in it anyway as the twitch inside her responded to his closeness. “W-well, they needed a guiding hoof, and...I couldn’t just turn them away.”

“Gee, you sure are a heck of a nurturer, aren’t you.” He rubbed his chin, hovering there, casually exposed to her. “You think I could ask you to...do something for me?”

Fluttershy felt her heart skip a beat, “R-right here...?”

“Uh huh.”

“R-right...right now...?”

“Yep.”

Fluttershy’s eyes darted around. Eventually they fell on a pair of stallions who were happily swallowing one another in midair. Beating their wings in opposite directions, their bodies created a floating, fuzzy circle in the sky. Nearby, a fuchsia-tinted mare brimmed with glee as another mare tickled her with the tip of her tail like a filly, while a grinning stallion took her in a floating missionary position.

This spot was neither quiet nor secluded.

Fluttershy laid a hoof over her chest. She’d seen it before, but she’d never actually tried to copulate in midair before. Did it take skill? What if her wings gave out? What if she kicked him by accident? What if he fell? What if she fell?

“...what if...but what if...”

Noticing her distress, Soarin reached out and unabashedly stroked Fluttershy’s lemony cheek. Such a gesture may have been in violation of personal space bubbles under other circumstances, but here it was practically expected. Every nerve in her body alive with desire, Fluttershy let out a sigh and allowed him to touch her until the racing in her heart calmed somewhat.

“O-of course I will,” She finally admitted, as much to herself as to him. She knew nothing good would come of refusing him, and Soarin was a gentlemanly stallion by reputation. “But i-if we could, um, go somewhere else, s-since...I don’t really know how to--”

“Great! Thanks!”

The sudden declaration rattled around in her head like billiard balls being broken. Before she knew what was happening, Soarin was sliding one of the orange bands up her foreleg, until it finally snapped in place just below her shoulder.

“We’re a little short-hooved tonight,” He explained. “And everypony knows how kind and patient you are. We could reeeally use the help - thanks so much for volunteering!”

“W-wait,” Fluttershy stammered, “What...?”

“You know,” Soarin replied, brandishing his own legband, “Custodians. Helping ponies out. Answering questions. Making stuff go smoothly and all that.” He laughed, “The Wonderbolts usually take care of it, but, well...” He ran his hoof through his mane and giggled dryly, “There are more pegasi in our region than there used to be and, well...it’s not like we’re exempt from what happens to everypony up here.”

Fluttershy felt as though her cutie mark had gotten loose and was flying around in her stomach. “B-but, I...I couldn’t...I can’t...I mean I...I...”

“Relax!” Soarin announced, his erection still bobbing in the wind. “It’s easy! All you gotta do is make sure everypony has a good time!”

Fluttershy felt a thickness in her throat she couldn’t swallow through. Her eyes went wide. “E-e-everypony??”

Soarin shrugged, “Well, not like everypony everypony. Just, you know. Help out where you can. Like you did with those kids!”

“B-b-but I--”

Soarin clapped Fluttershy’s shoulder. “We all really appreciate this. You know what this night means to us pegasi. Let’s all work together to make sure everypony has a great experience, huh?”

“S-sure...b-but...”

“I knew we could count on you.” Soarin cleared his throat. His penis twitched again. “So, uh, listen, I’m gonna go...take a break. For a little bit. Okay? Make sure you do too!” With that, the sporty stallion was gone. Fluttershy stared at his retreating rump until it vanished under the undulating waves of darkness outside her field of vision.

Fluttershy shook herself out of the dull throb of want and glanced around. She’d never spent more than an hour in the clouds on this night before - just enough to see to her needs and retire to her bed, where she could deal with the remaining directives of her species on her own. But custodians couldn’t leave until the event was concluded.

It was going to be a long night.

2 - An Unquiet Cloud

Fluttershy’s quest for a quiet cloud was going nowhere fast.

It wasn’t that such secluded spots didn’t exist. Nature demanded that the special night for pegasi occur in the air, but it was the pegasi themselves who organized the gathering of clouds once the proper place had been selected. It had long been common practice to set a few smaller, fluffy platforms strategically aside, blocked from the revealing rays of the moon by their larger cousins, to accommodate those who wished for a more intimate encounter.

Unfortunately, every time Fluttershy attempted to slink off to perch and wait upon one such cloud, another pony popped up either to ask advice, general questions, or simply admire the bright orange bullseye wrapped around her foreleg. She was thankful for the presentation she’d made in school ages ago about the culture behind the special pegasus night. It assisted greatly in providing advice, but time was passing and she was no closer to calming the rolling burn that was still flooding both her mind and that space between her hips.

Sighing deeply, she found a perch at the edge of a visible cloud and flopped on her back the moment she touched it, sending up puffs of fluffy white in her wake. Everywhere she looked, another pair or group of her tribemates were flexing their wings or arching their necks up to the canopy of night, their climaxes framed by Luna’s gentle caress. With each scene she viewed, she found it harder and harder to move on to the next one, and it wasn’t long before her sighs matched the pattern of circles her wandering hoof had begun to massage into her femininity.

“...wh-what am I gonna do...?” She muttered, unable to resist the urge to calm her nerves by lightly rubbing herself. “I couldn’t just...I mean...I couldn’t possibly just wander up to somepony and...”

“...a-and ask them?” A deeper voice replied.

Fluttershy sat up suddenly, the coat hairs on the back of her neck standing on end. There, sitting in the same exact position as she, was the young, orange stallion with the spiky ebon mane. His vein-embossed spire was as taut as it had been when she first met him on her doorstep, and he was softly petting the underside of it with one hoof. Noticing where her eyes had strayed, he blushed.

“E-err, sorry...”

Fluttershy smiled reassuringly. “No, it’s okay. I told you before, remember? It’s okay to do that out in the open tonight. Everypony here understands.” Taking note of the dismayed look on the stallion’s face, she inquired. “Where are your sister and your friend?”

“Oh, you mean Sea Duck?” The stallion replied, “He’s kinda my sister’s stallionfriend. A-and that’s cool since he and I have been buddies since like grade school, but...eh...” He faltered, “I was expecting them to...you know. I didn’t wanna interrupt.”

Fluttershy tilted her head inquisitively. “Did you ask them if you could spend this time with them?”

The stallion scratched his cheek and looked up at the sky. “...nah. I mean that’s between them, right? I didn’t wanna be the fifth wagon wheel.”

Fluttershy voiced her conclusions, “But you don’t really know that they would have refused, do you.”

“I...guess not.”

Fluttershy considered the young stallion. His shoulders were slumped; he looked horribly embarrassed and uncertain. His countenance reminded her of how she acted most of the time, and she thought about all the times her friends had sought to build her up when she was feeling torn down. She spoke.

“Do you not want to be here?”

“Oh no!” He suddenly turned and fixed her with eyes that matched the mulberry color of his sister’s perfectly. “It’s not that! I totally do! It’s just, uh...I mean...can I really go up to just anypony and be like...‘c-can we have sex’?” He nodded haltingly down at the erection he was still slowly stroking. “I mean what if somepony says no or something?”

“Everypony here understands what’s going on,” Fluttershy replied. “Even if they did say no, nopony would ever fault you for asking.” She sought to calm him by straying from the subject, “What’s your name?”

“T-Tail Drag,” The stallion swallowed. “My mom came up with it because no matter what she did, she couldn’t get me to wag my tail as a newborn. My sister’s name is Shimmyshake. Because, well...she wouldn’t stop squirming around everywhere,” He laughed dryly at his own comments.

Fluttershy felt the young stallion opening up to her. She carefully trod back to the topic at hand. “Does it feel better to touch under than on top?”

Jarred by the question, Tail Drag turned his attention back to his own absent petting. His stallionhood continued to twitch, with a stronger jump whenever his hoof passed over the foreskin at the base of his flare. “O-oh, yeah. I mean anywhere on it feels good, but there’s more nerves on the bottom, and...uh...” He trailed off, realizing he was now casually discussing his genitals with an older mare he barely knew.

Fluttershy continued to search out the young stallion’s comfort zone. “Really? Well, that’s certainly new information to me. I mean, I don’t have one, so I bet you know a lot more about them.”

Injected with pride, Tail Drag found the courage to glance at Fluttershy’s lap. “W-well, I don’t have one of those, so I...well I...do kinda wonder what feels good there. I don’t have a marefriend or anything.”

Fluttershy felt her nurturing instinct blossom. Her tenseness softened as she swung her hind legs around and parted them. She braced herself in a sitting position with one foreleg behind her, its hoof placed firmly on the cloud. “We’re really not all that different, you know. Mares and stallions. Some parts are just arranged differently, that’s all.”

Tail Drag was gaping.

“It’s alright,” Fluttershy encouraged. If nothing else, she could help educate and perhaps allay the worries of a young stallion who was new at this. “You can look. Watch what I do and you’ll understand.”

The stallion looked on in abject wonder - so blatant was he about it that Fluttershy could feel the heat in her cheeks return. A pinch of embarrassment usually mutated quickly into fear when added to her psyche, but careful application of her nurturing instinct instead caused it to congeal into a warm, affectionate core in her heart. She traced the outer perimeter of her flower, giving Tail Drag a good view of what she was doing before she began to dip the tip of her hoof shallowly within herself.

“Mmn...s-see, this is, the m-most sensitive area...” She instructed as she parted her lower lips around her tapered hoof and dug slightly at the roof of her channel. “O-one spot in here, and...” As she pulled out, she passed purposefully over her button, spinning her hoof in a tight circle around it. “A-and...th-this little...s-spot here...”

Fluttershy blinked, and realized she was suddenly staring up at the clear stars. She’d thrown her head back without thinking about it. Her ears swiveled at the sound of a sharp intake of air, and she brought her eyes back down to see Tail Drag. He was on his tummy on the cloud, his hooves planted before him, staring openly between her legs and taking in deep breaths of her alluring scent. His black tail whipped like a banner in a strong breeze. Slowly his hips pistoned, as he mashed his erection repeatedly into the downy softness below; humping the cloud itself.

Fluttershy bit down on her lip, making use of the slight pain to reinforce the walls of her reason against the swirling tide of passion that rose against them. She was teaching him. Educating him. Helping him to feel welcome in a place, at a time, where every pony born with wings on their back took to the clouds together to answer the call.

She dragged her hoof back up the curve of her sunny stomach and sought to change the subject.

“W-where are your friends...? They didn’t just...leave you, did they?”

Tail Drag shrugged. He looked up and pointed, though his hips never stopped moving. “Oh, they’re up there. They didn’t leave me, I just...well I wasn’t sure...what I should do, so...”

Fluttershy followed the young stallion’s pointing hoof to a decently-sized, ovoid cloud. She couldn’t see anything atop it from where she was, but just knowledge of what was there would suffice to put her plan into motion. She was a custodian. She would therefore help this pony reconnect with his friends, and then quietly move on. Maybe there would still be time to find her quiet place and summon her anonymous partner for a cessation of urges in the dark.

Flying was an act as simplistic as breathing to a pegasus, but there was no other time of the year that the winged tribe became so in touch with what they were. Thus, a simple batting of Fluttershy’s wings sent a tickling pleasure through her spine, favoring her with a sensation that felt like something between a good stretch, and a rewarding pat on the head. Her body defied gravity, and soon she felt her limbs grow slack as she parted from the softness below.

“Alright,” she stated with renewed confidence, “How about we go and see them?”

Tail Drag looked slightly disappointed with the idea of releasing his stallionhood from its soft prison, but he obeyed, sighing pleasantly against the batting of his own wings as he lifted off. “Uh, sure okay...”

The two pegasi floated lazily up to the next cloud. There was enough room there for a number of couples, but only two ponies were present - and they were not as Fluttershy expected to see them. Shimmyshake, Tail Drag’s sister, was sitting up on her haunches with her forelegs folded, blowing a bit of her blueberry mane out of her eyes. Sea Duck’s stocky frame sat near her. His dark erection was still prominently blooming out from its fuzzy sheath, and Fluttershy noticed a hint of slick moisture upon it that glinted in the subdued light. Unperturbed, she floated over and landed near them, her student in tow.

“Is something the matter?” She summoned up a tone that made her sound like a friendly crossing guard. Shimmyshake spoke first.

“He hurt me!”

“I-I didn’t mean it!!” Sea Duck spoke up, concern and embarrassment alight on his muzzle. “I’m really sorry!”

Shimmyshake didn’t stay upset long. “I...I know. But Miss Fluttershy,” She turned to the elder mare, “We tried three times, and it just isn’t working.”

“Wait, it isn’t?” Tail Drag spoke up, “I thought you guys were like...rolling around in the clouds up here.”

“We tried!” Shimmy snapped at her brother. “B-but...I don’t think we’re doing it right. It hurt.”

Fluttershy took stock of the situation. “Are you three virgins?” She asked without shame.

All of the younger ponies coughed dryly and looked away. Fluttershy thought about the tool she’d inserted into Shimmyshake earlier. Now she knew why there had been a little resistance. She glanced at her legband. She was a custodian. It was an honor to be chosen for such an assignment, and she was going to see it through.

“Will you both tell me what you tried to do?” She asked expectantly. Sea Duck seemed unable to meet her eyes, so his marefriend spoke for them both.

“W-well, you know...he got on top of me, and...he put his thing in there and...well it hurt, so I thought he was doing it wrong, so I rolled over and we tried it again, but it still hurt, so I thought maybe we were both doing it wrong...”

“I really didn’t mean it!” Sea Duck seemed mortified. “I just wanted...w-well you’re my marefriend, Shimmy. I wanted to...you know...do it right. I’m sorry.”

Fluttershy brandished a smile freshly tempered from the warmth of her heart. She held up a hoof to silence the pair. The three young ponies probably didn’t know it, but Fluttershy knew that none of them would never be able to focus for the rest of the year if they didn’t consummate now. It didn’t matter just whom they found their release with, but Sea Duck and Shimmyshake were at least already birds of a feather. They just needed to learn how to flock.

“Do you two care for each other?”

“Huh?” Sea Duck asked, “Sure I do. I wanna...do this.”

“...of course I do,” Shimmyshake smiled lightly, throwing her beau a familiar glance.

Thankful more than ever for the books Twilight occasionally lent her to satisfy her own curiosity, Fluttershy went to work. She slid next to Shimmy and reached around to gently stroke that special spot between her wings.

“The first thing is, you need to relax. Both of you. You’re too tense.” Shimmy opened her mouth to reply, but Fluttershy silenced her. “No, don’t say anything. Just sit still and look at each other.”

The couple obeyed. Shimmyshake began to live up to her name with squirmy movements from her rump and thighs. Fluttershy looked to Sea Duck.

“Is she pretty?” She asked him. “Do you like her?”

“Y-yeah...” Sea Duck mumbled.

For a time, Fluttershy let the pair just silently watch one another, knowing nature’s encouragement would do the rest. She noticed Sea Duck’s worming hoof, holding itself back from its destination between his hind legs. On any other day it would have been discouraged in public after all, and she couldn’t blame him for that.

“Go ahead,” She nodded slightly down at his hips, “It’s okay.”

“Huh? O-oh...yeah...”

Sea Duck began to stroke himself. Like an antenna receiving signals, his stallionhood twitched at the signals from his mate, until he was letting out muffled grunts of his own.

“See?” Fluttershy drew up to Shimmy’s ear and softened her voice, “He’s like that because of you – because he likes you very much. Isn’t that just wonderful?”

“...uh huh...”

Fluttershy slipped behind Shimmyshake and sat up straight, leaning the younger mare against her until the back of her blueberry mane was resting against Fluttershy’s lemony chest. She placed a hoof over Shimmy’s and guided it down between the younger mare’s legs, which opened wide as if on an automatic sensor.

“Show him what you’d like him to do, okay?” Fluttershy prompted.

Shimmyshake sighed deeply as her hoof made contact with her special place. The two partners stared at one another, masturbating together until their movements and mumbles were nearly in sync. Fluttershy waited; gave them time. Eventually she felt the last bits of tension flee from Shimmyshake’s feminine shoulders, and smelled a rising spike in her scent. She beckoned to Sea Duck with a wave of her hoof.

“Come on now,” Fluttershy spoke as if summoning Angel to try something new for lunch. “You can come over here.” To emphasize her command, she patted the clouds next to Shimmy’s hips.

Sea Duck, his knees weak with need, crumpled into a crawl and dragged himself over to his mate. Instinct guided him to a missionary position over her, his forelegs planted to either and his face just inches above hers. When his flared tip drew near to her entrance, Fluttershy reached down and gently patted Shimmy’s hoof.

“Sweety,” She began to pull the busy hoof away. “Let him do it now.”

Fluttershy was proud of herself. The desire to fulfill her role as custodian to her tribemates on such a special night, coupled with the twitch in her wings and warmth in her core that she knew they all shared, gave her a sense of extended family. From whatever trots of life they came, they were all pegasi. And they all understood. With their silent support, she felt the edge of her fear blunt away harmlessly.

“Ngh...!”

Shimmyshake tensed as her mate began to ease forward. Fluttershy couldn’t see it from here, but she assumed by the sudden sharp intake of air that he had finally pushed his flare into her wet softness. Fluttershy stroked Shimmy’s shoulders affectionately.

“It’s okay,” she cooed, “just relax and let it happen...”

Shimmy bit her lip, “I-it hurts...”

Sea Duck’s muzzle clouded over with confusion; his voice wet with embarrassment, “I uh...I can’t go any further...”

Fluttershy smiled at the young stallion and reached out to place a hoof on his cheek, the way she might touch a squirrel to soothe it.

“Yes you can,” She assured him. “Take it slow, but be firm. You’ll have to push your way in the first time.” She looked down at Shimmy, who was staring up at her with a sensual, yet lost expression. Fluttershy smoothed the mare’s blueberry mane and returned the look with a more experienced sensibility.

“Can you trust me?” She asked simply.

Shimmy nodded haltingly.

“It’s going to hurt a little bit,” The elder pegasus explained, the dip of her sweeping pink bangs tousling in a sudden breeze. “But not as much as you’re thinking it will. And when it stops hurting it’s going to feel just lovely, and you and your stallionfriend can be together. Okay?”

A small smile spread over Shimmy’s lips. Already overcome with panting, she turned her head to her mate and nodded. Emboldened, Sea Duck let instinct take him again. The roll of his hips became a clumsy pistoning - with each mashing of his tip up against the thin membrane of flesh inside her, he gained ground. An inch. Another.

There was a stretchy feeling, and Sea Duck nearly slipped when his stallionhood was suddenly devoured and eagerly spirited all the way back to his lover’s cervix. Enveloped only as far as his medial ring before, he now felt the thought-shattering sensation of warm, pulsing, slick silkiness all around him, straight down to the base of his fuzzy balls.

“...a...ahh!”

Shimmy cried out and nearly bucked, wincing against the pain of defloration. Sea Duck grunted in a tone deeper than his normal voice. He pulled back and thrust forward in short bursts several times to ensure the virginal obstruction had been removed. Their muzzles grew close. Eyes lidded, they stared into one another’s eyes as a rhythm developed between them, and a chorus of harmonious slapping between his tightened sack and her perineum rose from below.

Fluttershy watched the two young ponies openly mate right in front of her. She touched her own cheek, just to be certain of the affectionate smile that graced her. She remained quiet, providing only the beating of her heart to soothe the mare that leaned on her for support.

“...o-oh...D-ducky...”

“...mmrg...S-shimmy...I-I always wanted to...ngh...”

Shimmyshake reached out and took over caressing Sea Duck’s cheek. “...m-me too...h-hahh...y-you c-can...s-speed up...”

Fluttershy took the meeting of their lips as her cue. She slipped out from under Shimmy, mounded up some of the cloud, and rested the mare’s head upon it like a pillow. So lost were they in lovemaking that they never even noticed the departure of the Pegasus that had guided them to it. Fluttershy scooted away and sat up on her haunches, folding her forelegs and looking appreciatively at the scene before her.

I did it... She thought to herself. I helped make them happy. This custodian thing...maybe it’s not so bad after all...

Fluttershy watched the two pegasi locked in poetic togetherness until she felt a sudden weight on one of her shoulder blades. Startled, she turned her head until her muzzle was spattered by warm breath from the presence behind her.

“M-miss Fluttershy...”

The hoof began to insistently push on her, and Fluttershy felt the prodding of Tail Drag’s penis probing the small of her back.

“Y-you said...I should just, um...n-not be afraid to...um...”

Fluttershy’s first inclination was to gently let him down. Her chest had swollen with the pride of a job well done, and even though custodians were as much encouraged to participate as anypony, she felt as though her job was done here - that it was time to find her quiet cloud and await her anonymous suitor. The moment she opened her lips to speak, he roughly claimed them, slipping his tongue in to mingle with hers so quickly that her eyes shot open wide.

“...mmfn...!”

Fluttershy wasn’t expecting the timid stallion to suddenly become so bold. Regardless, he had chanced upon one of her weaknesses - a deep, melty, resistance-stealing kiss. As if vampirically, he began to suck thoughts of retiring out of her mind, hanging instead on the blank walls of her memory portraits depicting all the sexual fantasies the first scent of this evening had awoken in her.

Her plan had been to go away, but she had needs, and so did he. She had spent her evening directing traffic, while he had been mulling over his sister and best friend making love while he did nothing but masturbate towards an orgasm that could not be achieved that way - the pegasi night would not allow it. Her eyes lidded. Her tongue danced. When he finally pulled away, his voice was little more than a whisper.

“...y-you uh, wanna...?”

Fluttershy considered the idea that she was probably the young stallion’s first. All the more reason not to deny him on such a night. She smiled, her lips shimmering along with her mane.

“...okay.”

His other hoof found her other shoulder, and he applied more pressure. She allowed him to push her down onto her stomach, her supple rump in the air and presented for him. She raised her tail, her entrance already weeping and ready for him, and waited as he leaned forward to pin her in place for seeding.

At the first slippery pop of his broad flare past her lubrication-weakened inner defenses, she bit her lip and grinned a ridiculous, shaky grin, fighting back a passionate cry until it became a hissing meep.

With no hymen to restrict him, Tail Drag hilted his new mate almost instantly, and began to live up to an unintended consequence of his name. His girth was beyond what Fluttershy expected; his prominent veins and contours dragged along her tender walls and her button in myriad patterns of peak and valley that felt to her like dozens of little bumps grinding into her all at once.

“...ngh...a-aaoh...”

Fluttershy let slip her voiced approval. Her partner hesitated, as if to determine if her cry was one of luxury or discomfort, and she took the opportunity to yank her wings out from under him and wrap them up around his sides, caressing his flanks with her long, feathery fingers.

“I-it’s okay...” She cooed, grinding her cheek into the clouds with glee. “L-let yourself go...”

Tail Drag took the advice to heart. Lifting his own tail just to expose his fuzzy balls to the airy kiss of the breeze, he began to unload his frustration into forceful pounding. His assault sent rippling shivers through the yielding rump of his target until the butterflies emblazoned on her flank seemed as though they could take wing by themselves.

Fluttershy’s needful loins immediately took on a mind of their own, sending her into feral whinnies that bubbled up from her throat and added their song to the younger mare who was being bred right beside her. With no thought for the continued potency of her magical contraception, Fluttershy stuffed her mouth with the cottony texture of clouds just to have something to bite down on as she rolled her hips back on her benefactor, lathering his erection in satiny, wet hugs of welcome.

“Uh...u-uh...nng...M-miss Fluttersh...shaah...” Tail Drag fought for words against the explosions in his mind, “S-so soft...I can’t...I c-cantahh...”

Fluttershy could do nothing but mumble behind her self-imposed gag. The young stallion was clumsy - mashing his desperately twitching organ inside her without a sense of control. What he lacked in finesse, he made up for in sheer excitement as he pushed harder down on her, rooting her to the spot such that she couldn’t have stopped him from breeding her even if she had wanted to.

The sudden step-up in his machinations told her he was close - she’d expected a quick-shot, considering he was both inexperienced and had been effectively teased under difficult conditions for hours. She forgave him every trespass and rolled with the pleasure he gave her, knowing that he was beyond being able to help himself.

The old adage ‘stallions will be stallions’ introduced a tiny sense of mirth into the back of Fluttershy’s addled brain. The rise of her partner’s uncontrolled, fiery passion instilled her with a subconscious need to calm and direct him, even in the throes of coitus. Still stroking his flanks, she worked her inner muscles into his throbbing stallionhood, massaging him firmly and guiding him to his release until, with a sudden, deep, single thrust, he hilted her and paused. Fluttershy knew of this habit as well - the subconscious male desire to deposit his gift as deeply as he could, to ensure it would take. She lay still, milking at him until he grunted deeply, flexed his wings against the sky, and began to seed his very first mare through pulses of his churning testicles.

Seconds later, Tail Drag lost his composure and collapsed in a huff upon his elder’s back. His muscles slack, he slipped and fell to one side, eliciting a small yelp from Fluttershy as he dragged her into a spooning position, his penis still deeply inside her. His foreleg flopped over her waist, and she reached out to stroke it with a hoof.

“Feel better now?” She asked smoothly.

“Uh...uh huh...” Tail Drag’s chest, damp with perspiration, oscillated against the groove in Fluttershy’s back as he forced air into his lungs. She was nursing a warm glow in her tummy too, but she had again put the needs of the young and inexperienced ahead of her own – her mind had been just barely distracted enough with guiding him that she had been denied a climax of her own. She placed his hoof on her tummy and encouraged him to hold onto her until his grip tightened into a cozy hug, and she felt his chin come to rest on the back of her head.

“Shhh...” she cooed, “This is what it’s like on our special night. Next year you’ll know just what to do.”

Tail Drag’s voice was sheepish, “...w-will you be here then too Miss Fluttershy?”

Fluttershy giggled. “Of course I will, silly. Nothing good comes of trying to resist this night. But you might have a marefriend of your own by then.”

“I...” Tail Drag reacted as though he’d never thought of this before. “I...might, I guess...”

“The night isn’t over yet,” Fluttershy observed. “Now that you’ve been with another pegasus you can take care of your own needs, but your desire isn’t going to go away completely until morning. I bet if you go and find your friends, you could all still enjoy yourselves together very much.” She took a breath, and uttered a phrase she only ever said before her own mirror at home.

“Don’t be shy.”

Despite the emptying of Tail Drag’s desire inside his chosen mate, his erection remained stiff and viable. She allowed him to hold her close and snuggle her like a lover, eventually closing her eyes and listening to the moans of Sea Duck and Shimmyshake, who had changed to another position and were already lost in their second time together. A wash of breeze fell over Fluttershy’s muzzle as Sea Duck beat his wings wildly in orgasm, but something came along with it that muddled the somber smile on her lips.

Scent. The scent of not one pegasus, but many.

Fluttershy was well aware that the call of this night was enough to not only bend the will of every winged pony, but bring them all into a state of estrus to facilitate proper breeding. Further she knew that most every pegasus mare who didn’t want to make a roulette out of it knew proper means of contraception, but that didn’t serve to dampen their one-night cycle nor deaden their scent. The husky odor that flooded her nostrils was not only that of mare, however.

Fluttershy opened her eyes to a sight that brought her hoof to her mouth in a gasp.

The cloud she lay upon, once quiet save for but two couples, was alive with her tribemates. A few couples were in various stages of encounter, while other young mares and stallions were staring at their elder with strained looks on their faces while actively touching themselves. Nearly all of them were no older than Tail Drag.

In their eyes, Fluttershy saw spotlights that seared her coat and burrowed into her flesh like augurs. She broke contact with Tail Drag, rolled over on her tummy, and buried her face in the cloud, covering her head with her hooves. There she lay, until a gentle hoof caressed her cheek and encouraged her to raise her head.

She looked up into the deeply flushed cheeks, bedroom eyes, and ruffled curls of Shimmyshake.

“Miss Fluttershy, please don’t be upset,” Shimmy said softly, her voice dripping with concern and compassion. “Our friends showed up because they’re all really excited by what you did for us here.”

“I’ll say!”

Fluttershy felt a presence at her back. She glanced behind her to find Soarin there. His mane was mussed and he had a number of hickeys, but the sparkle in his eye was undiminished and his custodian’s leg band was still proudly at his shoulder.

“O-oh I...” Fluttershy meeped, shrinking down further, “I...this isn’t what it looks like, I...I know I’m supposed to be doing custodian work, I’m s-so sorry...”

“Sorry?” Soarin snorted, “What have you got to be sorry for?” He indicated the gaggle of eager pegasi hovering about the cloud like moths to a flame. A few more arrived, perching like owls, their loins either stiff or damp depending upon what resided there. “I knew you’d be a great custodian!”

“Wait...” Fluttershy furrowed her brow in confusion, “What? B-but I’ve just been--”

“--helping ponies to get comfortable and enjoy themselves!” Soarin finished the thought. Unabashedly he ran a hoof over the convex contours of Fluttershy’s rump. “You’re doing an awesome job!”

“I...I am...?”

“Of course!” Soarin declared. “Just look around!”

Fluttershy swallowed against the thickness in her throat and forced herself to take a look. Most of the young pegasi weren’t exactly staring at her - they were busy either deeply kissing, fondling, or copulating with their partners. The few who were looking at Fluttershy seemed to be sparing glances upon one another as well. One particular stallion and mare had swiveled to face each other - seated, they touched their hind hooves together and seemed content to simply watch one another masturbate. Without so many penetrating spotlights on her, Fluttershy watched them quietly, slipping again into the gaping haze that the power of the pegasus night instilled in all its children. She barely noticed that Soarin had brushed her tail up and was blatantly examining between her hind legs.

“Huh,” he observed. “You look like you haven’t taken the edge off all night long.”

“O-oh, no, I did, but...” She faltered, “Well, I...”

Soarin grinned and reached up to stroke that special place between Fluttershy’s wing spurs. Her wings instantly spread and began to pump slowly in time with the petting movement.

“Uh-huh,” He replied. “I get it. I think what you’ve been doing for these ponies is admirable, but you can’t forget yourself. You know you can’t go home like this, right? You’re gonna be stuck with it in the back of your mind for a whole year if you don’t have at least one orgasm with another pony. Toys aren’t gonna work because your brain still knows the difference.”

Fluttershy nodded at the familiar information. “I...I did have a st-stallion i-inside me tonight...” She stammered softly.

“Mmhm,” Soarin agreed with a click of his tongue. “But you were being nice and you focused too much on him, I bet.”

“...y-yes,” Fluttershy admitted.

“Miss Fluttershy,” Shimmyshake spoke up. “Thank you for all you did for us, but you gotta do this too! You’re a pegasus just like the rest of us!” Sea Duck, who was sitting beside his mate, nodded his agreement. His dark stallionhood, moist with his lover’s scent, was still hewn from solid rock. Fluttershy didn’t even realize she was staring until Shimmyshake giggled.

“He’s really handsome, isn’t he?”

Instantly embarrassed for losing herself in admiring the younger stallion, Fluttershy realized the pointlessness of trying to hide what she was thinking. She nodded.

“....”

Soarin, who was simply rubbing his erection over the small of Fluttershy’s back, perked an ear. “Huh? I didn’t catch that.”

“...y,” Fluttershy meeped.

Shimmyshake, who had been a good student, touched Fluttershy’s chin, brought the elder mare’s face up, and kissed her lips, holding them there long enough to feel her target shudder. She pulled back, smiling as warmly as her teacher had taught her to.

“It’s okay to admit it,” Shimmy repeated Fluttershy’s own sentiments all night long back to her. “We’re all pegasi here. We all understand.”

Fluttershy bit her lip. Her expression wavered. She sniffed up a harsh breath, shut her eyes, steeled herself, and spoke.

“I’m h-horny. Really, really...really horny. A-and...and I’m not moving from this spot until somepony helps me with it,” She declared.

Taking the cue, Soarin leaned over top of Fluttershy and placed his forelegs on the cloud to either side of her body. She shook her head.

“...o-on my back please,” She whimpered, “…p-push me down.”

“Sure thing--” Soarin moved, and Fluttershy sighed deliciously as the weight of his pinning hooves pushed on her, locking her into mating position. She gasped at just the slightest touch of his probing stallionhood, her dampness practically reaching out to swallow it. “Ready?”

Fluttershy knew ponies were watching. She was nervous, but her needs were simply too strong to be denied.

She nodded.

Tail Drag’s girth was impressive, but Soarin had both experience and finesse. He eased himself inside her at an angle, purposefully brushing her most sensitive places to maximize her pleasure.

“...a-ahh...ohh...”

Fluttershy convulsed, and as her new suitor began to penetrate her, she noticed that the couple she’d helped was still there before her. Her eyes turned up to theirs, and then settled on Sea Duck’s young spire. Shimmyshake smiled and gently pushed her stallionfriend forward until his tip was brushing against Fluttershy’s lips. He had a questioning look on his face, but Shimmy waved the expression away.

“It’s okay. It’s for Miss Fluttershy.”

Both the elder mare and the younger stallion moved purely on instinct. The former simply parted her lips and kissed at the flared offering before her. The latter, placing his hooves on her cheeks, eased himself into her throat, pacifying her and transforming her luscious whimpers into muffled coos. Sea Duck found himself almost muzzle to muzzle with Soarin, who was already beginning to work up a rhythm.

“She wouldn’t have opened up if she didn’t want it,” Soarin instructed with a grin. “Give her what she wants, kid.”

The two stallions went to work. The younger shuddered more and showed less composure, but it took only moments for the two of them to establish a rhythm that bounced the mare from one spire to another. Beneath them, their soft yellow pillow squirmed and shook, her wings flexing and beating randomly as her twin channels sought to welcome her benefactors and keep up with their possessive thrusts.

“...mn...mnnf...mnnf!”

Fluttershy whimpered and wriggled. As if the stimulation deep inside her wasn’t enough, she felt a hoof on her special pegasus place again, stroking and tantalizing that spot between her wings. Shimmyshake had reached out to help, and her tone was just as syrupy as Fluttershy’s had been before.

“Shhh...” Shimmy whispered as she stroked her teacher’s back, “...just let it happen...you really need this release...”

Fluttershy was used to arriving to and departing from the special pegasus breeding night within the span of an hour. This time she had been seeing to the needs of others while being exposed to all the sights and scents for more than four times that. A feral need to reproduce clawed at the walls of her reason and tore them away, coiling around her and deadening her civility before she could so much as gasp. She bathed both of the lovely, stiff gifts inside her with saliva and the nectar of her marehood, whining like the animal she had become whenever Soarin purposefully dragged his medial ring roughly across her button. Hours of desire boiled over and seeped down her thighs, coating Soarin’s fuzzy testicles in a loud wetness as he slapped them into her perineum over and over again.

“Ngh...” The Wonderbolt murmured as he stepped up his intensity. “D-don’t try and tell me you don’t...hahh...play with yourself a lot. You clench like a pro...nng...”

“M-miss Fluttersh...shhah...” Sea Duck whimpered and leaned forward, shamelessly burying his muzzle into the other stallion’s shoulder. Soarin gave him a small cheek nuzzle.

“L-let her breathe...” The elder stallion instructed, “Y-you’re doing f-fine...w-whew...” he reached his wings down and began to stroke Fluttershy’s sides, “...d-don’t mind if I don’t pull out, r-right...?”

“Nuh-uh,” Fluttershy replied. Her body might be satisfied if he brought her to orgasm before he himself had one, but the raw honesty of her birth gender would tolerate nothing else than a freshly plowed and seeded field. Her mind was so lost in release that she was quite certain she would have answered the same way, even without magical contraception inside her.

Her mumbling caused Fluttershy’s cheeks to vibrate. Caught in the web of this new sensation, the inexperienced Sea Duck tightened his grip on the sides of her head and held her still, straightening his body and crying out as he began to pump his milky gift down his teacher’s throat. Shimmyshake turned her partner’s head towards her and took his lips, dancing with his tongue as he relieved his desire into the pony who had helped bring them together. His composure gone, he sank back into his lover’s embrace, his penis slipping out from lips that pouted and reach out for their pacifier in vain.

Fluttershy didn’t have much time to complain. Soarin shifted his angle again, and her mind exploded with a burst of pure lust as he found a sweet spot inside her.

“Ohh...oh...th-there, yes...” Her hind leg twitched as though he were scratching her back, “...r-right there...p-please...a-ahh...”

“Heh, you’re adorable,” Soarin stroked affectionately down his partner’s sides. “Go on, you know you want to.”

“...a-ahh...ah...y-yes...nghahh...!”

At long last, Fluttershy’s loins went into involuntary spasm around her lover of the moment. Gratified, Soarin slowed just a bit and contented himself with watching the mare under him quiver in a wave of sexual climax, whinnying like their less-civilized ancestors once did.

“There ya go,” Soarin patted her rump, “All better.”

“Th-thank...thank...ngh...” Fluttershy tried to form words, but to her surprise Soarin stepped up his thrusting again, blanking her mind until all she could do was whine in confusion.

“You did a great job for these ponies tonight,” Soarin explained, calm and collected as he casually took the mare beneath him. “I’ve had plenty of release. So I’m gonna keep you here until you cum so much you lose count.” He patted Fluttershy’s cutie mark. “No complaints, right?”

“Wha...but...ngh...o-oh...o-okkkay…”

Spasms took her as Fluttershy’s suitor easily lifted her into a second climax. When she came down from it, she found she could do nothing but quiver like a purring cat and slam her hips back on him as far as he would allow. He braced her hips with his hooves and timed his thrusts to maximize her pleasure, while disallowing her from pushing him over the edge.

“D-don’t worry...ngh...” Soarin began to firmly push her back into place, “Y-you’ll get your reward soon. Check it out, though...”

Fluttershy opened her eyes. A number of the young pegasus stallions had gathered around and were staring again. Each one was endowed with a fine equine erection, all of which smelled slightly of mare. All of them were touching themselves to the example of their elders.

Bereft of rational thought, Fluttershy saw nothing in them but more ways to fill the lustful hole in her mind. She batted at the closest stallion, her bedroom eyes lidding, and merely whimpered, thrusting out her puffy, shimmering lips at him. Grinning as though he had just been called from a line of guards for a promotion, he scooted over, ran his hoof through her mane, and brushed his prominent, broad head against her lips. She lapped clumsily at his bouncing flare, frustrated until she finally captured it and fed it into her mouth. He placed his hooves on her head to keep her still as he instantly vanished into her up to his ring. Fluttershy molded her tongue to his cylindrical shape and traced his veins with her probing tip, lavishing him with hungry attentions.

True to Soarin’s word, Fluttershy lost count somewhere around the fourteenth shock of orgasm that rocked her delicate frame. Each stallion who gave her something warm to swallow was quickly replaced by another, until she lost count of them too, her mind melting into a dissonant cacophony of pleasure that flew her beyond the tallest peak of Mount Everhoof, up into the warm, heavenly clutches of Luna’s embrace. She bayed at the moon like a dog whenever her lips were able to do so, her heart beating in time with every expedition into the secrets of her marehood.

She remained that way until the moon began to kiss the western horizon. The sounds of coitus faded, she received a final batch of warm seed and at last felt the pressure of hooves leaving her back.

A presence behind her took wing and flew away. She turned, dismayed that she could not thank Soarin before he left, only to find him lying there on his side, casually stroking himself with his cheek propped up on one hoof. Confused, Fluttershy blinked at the retreating pair of wings and noted they were a shade of vermillion, emblazoned with a cutie mark she did not recognize.

She looked to him. He chuckled.

“Hey, I’m good, but I’m not that good,” he laughed. “Do you have any idea how long you’ve been taking stallions?”

Fluttershy glanced at the position of the moon, and took note of the few pegasi who were still lingering lazily in the clouds. How long had she been lost in the constant, needy throb of the pegasus breeding night? Hours? She brought a hoof to her mouth, gasped, and moved to stand, flexing her wings with the intent to take off.

“Oh! I need to get home and tend to my--OH!”

Shrieking, she collapsed back to the cloud in a confused heap. Soarin reached out to run his hoof along the curve of her hip soothingly.

“I don’t think you’re going anywhere for a while,” He commented. “Your legs are probably jelly and I doubt your wings are much better. I bet you don’t even realize how many times you got so into it that you pushed one of those young stallions right off his hooves and stood straight up.”

Blushing deeply, Fluttershy rolled onto her side and averted her eyes. “...n-no...”

Soarin’s wry smile softened. Lying parallel to her back, he noticed the rising tide of discomfort in her voice and spoke.

“Hey. Don’t be embarrassed. Every tribe has a breeding night. Tonight was ours, that’s all.”

“...w-whores do stuff like that...” Fluttershy muttered, barely able to even say the word. Roughly Soarin placed a hoof on her shoulder and yanked her onto her back. She yelped, but he fixed her in place with a serious stare from his intense emerald eyes.

“You know that’s not true,” He stated plainly. “I’m sure nopony told you this, but there were more young stallions and mares here on their first time than just the three you brought. And those three weren’t the only ones having trouble adjusting.”

“I...helped one couple and one other stallion,” She replied, covering her face with her hooves and peering at him through them. “I could have done more as a custodian, but I got carried away.”

Soarin emitted a hearty laugh and clutched his belly, “We all get carried away up here! It’s like a rule!” He went into his explanation, “You, Rainbow Dash, Princess Twilight, and your friends are a lot more famous than you realize. A lot of those young ponies tonight saw what you, the famous Fluttershy did, and decided it was okay to let their manes down the same way. Everypony had a fantastic time!” He drew close, until all she could see through the crack in her hooves was one large eye. “And it was all thanks to you. You’re a natural. You ought to think about teaching classes in sexual expression.”

Fluttershy balked, “Th-they have classes for that?”

Soarin sat up and merely shrugged. “Heck if I know. But you’d be good at it.” He laid a hoof on her hip again and looked down at her damp form, matted with the scent of stallions. “Feeling ok?”

Fluttershy tested her limbs, spun her head around, and blinked hard several times. “...I think so. I...I’ve never done anything like that before, I...thought I would be sore...”

“You probably will be tomorrow,” Soarin replied. “Everypony in Equestria with wings will be off of work and sleeping the day away as usual, I’m sure.” He nodded at the moon, and then at the lingering couples on various clouds. Some were cuddling. Others were still stoking the fires of romance. “Until then, we’re just gonna be huge fuzzy balls of hormones. Pardon the expression.”

To make clear his joke, Soarin looked down at his still prominent erection and gently fluffed his furry testicles with a hoof. He had bloomed hours ago when he first caught the scent on the wind, and like every other pegasus stallion, he was destined to stay stiff and twitchy in the face of every single breeze that caressed him until it was all over. Instinctually he moved his hoof up to pet himself, and yet another gentle wave of mollifying sensuality passed through his brain. He turned his thoughts to a certain mare next to him, who was already staring at his cornflower blue spire through the crack in her hooves. He gently lifted one of Fluttershy’s hooves away from her face and placed it on his foreskin. So fixated that she never met his eyes, Fluttershy began to pet him as well. Soarin drew close, closed his eyes, and placed a single chaste kiss on her temple.

“Kinda rough there for a while, wasn’t it,” He commented.

“Uh huh...”

“How about something more gentle?”

Fluttershy swallowed. She thought again about the animals...and then reminded herself she had anticipated their needs and set them up to be just fine for a long night.

“...y-yes please...”

Soarin brushed Fluttershy’s other hoof from her cheek, placed his own there, and pulled her into a tender kiss. She parted her lips instantly as their tongues met and began a familiar waltz.

“...mmm...”

At once, Soarin felt two forelegs lock behind his neck. She pulled him down to her, and he used the momentum to slide the rest of his body atop hers, pinning every part of her with his own fuzzy warmth. His eager stallionhood prodded her soft tummy.

“You ok...?” He whispered between kisses.

“...mmhmm...” She muttered. “...I-I...uh...s-sorta kinda...like being held down...”

Proud of her ability to admit her desires, she pulled him into a rougher kiss and allowed the still-living passion of the night to fill her limbs. She parted her hind legs so suddenly that his lower body plopped down onto the cloud, and hugged him so tightly that his wings could not break free. They twisted their muzzles and fit them together; kissing so deeply that they felt as though they were becoming one as each gazed into blurry images of the other that were too close for their eyes.

Neither partner showed the bravado of the night’s previous antics. They were simply male and female, hard and wet; scintillating with an undeniable desire to place themselves together under the canopy of nature’s design. He slipped easily inside her, and she fueled his masculine ego by wrenching out of the kiss to arch her neck and call out a series of feminine gasps. He took her pulsing jugular in his mouth and bit firm, possessive hickeys into her coat that would take some time to heal. She ran a hoof roughly through his mane, mussing it even further.

“O-oh...ohh...mmhmm...h-harder...”

He reared back, searched her eyes for a moment, and bit harder into her neck, sinking his blunted teeth into the virginal plane of her sunny coat.

“...ahh...y-yes...!”

Her tail thumped against the cloud in time with his, diffusing small puffs of white into the air as she raised her hind legs higher to hug his hips. Provided with the perfect angle, Soarin stabbed Fluttershy deeply with his insatiable erection, pumping himself in and out of her until both of them were grinding their secret places together, desperate for the joy that flooded their brains.

Soarin gritted his teeth and met Fluttershy’s wavering eyes. “Y-your...b-body isn’t...a-as shy as your n-name...ngh...”

“I...c-can’t h-help...i-it...” She deflected. He drew near again, teasing her lips with his thick tongue.

“...m-me either, b-but...you’re grabbing m-me like you...want it even more than you n-need it...”

She stared at him for an infinite moment, caressed his cheek, and filled his vision until there was nothing else in Equestria that was worth seeing.

“...I d-do. C-c...cum with me...”

Never one to disappoint a lady, Soarin held himself in check until he felt the first spasmodic rumblings from the gyrating walls of his mate. Then, he took her with abandon, giving himself over to pleasure until, with one single, hard thrust, he pierced her to the core and began to pump her already swollen tummy with a fresh, warm batch of stallion seed.

Together they cried out, and their song stirred the first creatures of morning.

3 - A New Flight Plan

Three days later, Fluttershy finally emerged from her cottage. After seeing to her furry friends and flexing her wings under the sun, she strapped on a pair of spacious saddle bags and set off for the Palace of Friendship - the last vestiges of a long afterglow adding a spring to her step.

A short time later, she pushed past the ornate double doors and let herself in.

“Good moooorning!” She announced, her voice echoing down one of the many empty halls. “Twilight? Are you here?”

“Oh! Fluttershy!” A muffled voice replied from around a corner. “I’m in the library! Second hallway, third door on your left!”

Fluttershy’s hooves clacked on the immaculate floor. Glancing down at her fleeting reflection in the stone, she wondered if Spike truly was solely responsible for the pristine condition of the palace, or if magic had a hoof in it. She passed through another set of double doors into a large rectangular room with ceilings so high, the uppermost bookshelves could only be reached via rolling ladder or wings. Nearly every corner of the ample space was alive with shelving that teemed with Twilight’s love and pride - endless tomes covering every conceivable topic in both fiction and reality. Twilight, bereft of her regal finery, was shuffling paperwork on a low table.

“Here for a refresh?” The Princess of Friendship anticipated. “You know, with the pegasus night coming early this year, I almost didn’t have enough of them prepared.”

Fluttershy’s attention was divided in half between the conversation and the myriad book spines she scanned with her eyes. “Oh...yes please. Here you go.” Without ever looking away from the books, she stuck her muzzle in one of her bags and withdrew the faintly glowing, cylindrical, magical contraceptive device, which she cast upon the table so casually such that Twilight had to catch it in her magic lest it roll to the floor. With the nearly spent device floating in the raspberry hue of Twilight’s power, she levitated an identical tool that was glowing brightly and floated it into Fluttershy’s bag.

“There you go!” Twilight exclaimed. “All set!”

Expecting Fluttershy to meekly take her leave without touching or mentioning the items in question, Twilight was surprised to find the skittish pegasus staring intently at one of the taller bookshelves, her head tipped nearly as far back as it would go. Twilight stood there awkwardly for half a minute before finally inquiring.

“Is there...something else I can help you with?” She brightened, “Oh, do you want to check out a book maybe? Because I can recommend so many interesting titles I just got in! There’s this novel series about knights in ancient Equestria, or...oh! I even got one in about turkey grooming!”

A course, guffawing laugh rang out from above. In its wake, a familiar cyan-blue pegasus with a mane and tail in every color of the spectrum swept down to hover slightly above the other ponies, her hoof hooked around a feather duster and a violet kerchief keeping her bangs out of her eyes.

“Turkey grooming?” Rainbow Dash cackled. “Is that like grooming grooming? How do you even groom a turkey? Preen its wings? Or are we talking, like, groom at a wedding? Because that’s just weird.”

“I have no idea,” Twilight glanced upwards. “But if anypony knows, I’m sure Fluttershy does.” She turned, “Fluttershy? How do you groom a turkey?”

Fluttershy was hewn from granite.

“...Fluttershy?” Twilight tried again. Rainbow Dash flitted over and superimposed herself between Fluttershy and the books, waving a foreleg in her face.

“Earth to Fluttershy!” Dash’s lip turned up in a sly grin, “Oh byyyyy the way, nice show you put on the other night! Every pegasus this side of Cloudsdale is talking about it!”

“Show? What?” Twilight’s curiosity was piqued. “You mean at...your special night?”

“Uh huh! Fluttershy here stole the show!” Dash’s eyes were filled with determination to embarrass. She began dancing in place, pumping her legs in midair. “Just call her ‘miss get the party started’!”

Fluttershy felt the warmth of intimidation wash over her, but so resolute was she upon the decisions she had taken the past three days to make, all she did was fold her forelegs and grin right back. “Oh? I didn’t see you there, Rainbow Dash. Didn’t you show up?”

Derailed by the uncharacteristic response, Dash sputtered and floated away slightly. “What? Of course I was there!” She beat her wings and struck a heroic pose, “Duh, I’m a Wonderbolt now! I don’t have time to have all that clutter in the back of my brain for a whole year!”

“Reeeeally?” Fluttershy purred. “Because Soarin told me all the Wonderbolts were serving as custodians, just like every year.”

Dash balked. She turned sharply away just as she felt the color deepening in her cheeks. “...I...I don’t have time for all that stuff!” She muttered, “I just picked a cloud somewhere. You know, the one hour in-and-out. Fast. Like me!”

“Oh, yes, I know all about doing that,” Fluttershy’s words oozed from her lips. She turned entirely away from the conversation, leaving Dash to conjure up further excuses as she retrieved a paper from her bags and offered it to Twilight.

“Do you have these books available, please?”

Twilight took the list, scanned it, blinked hard, and did a double take. “Uhh...probably?” She peered overtop the paper at Fluttershy, whose smile had eroded into a sheepish again. “I’m not one to meddle, but what do you want with books like this?”

Before Twilight could do anything about it, Dash vaulted through the air, nabbed the list, and read aloud. “‘Tribe-Specific Breeding Nights: A History’? ‘The Manehattan Sex Manual for First-Timers’? ‘How to Run a Fetish Self-Help Group’? ‘V-Venus in Bridles’!?” Dash took her turn staring over the paper at Fluttershy too. “What in the heck do you want books like this for?”

Fluttershy took a breath and steeled herself. She had already decided. There was no going back now.

“I helped a lot of ponies to better express themselves the other night,” She announced. “And I want to learn how I can help more. Help everypony…not just pegasi. Maybe I can…teach them.”

Twilight and Dash stared at one other. Dash sought to break the silence.

“Come to think of it Twilight, you have wings now too. But nopony saw you there the other night.”

Twilight laughed lightly, “Oh, no, I wasn’t there. I’m kind of a unique case I guess, but I can’t sense the pegasus night any more now than I could before for some reason.” She shrugged, “I guess maybe it’s because I never actually was a pegasus? That’s actually part of my theory as to why the unicorn night still calls to me. So...I just keep going to that one! Eh heh heh...” Her awkward laughter faded when she turned and noticed Fluttershy’s serious expression. “You really want these?”

Fluttershy nodded. “I do.”

Twilight shrugged again. “Well Fluttershy, I’m proud of you. The Fluttershy I know might not have had the courage to come to me to ask for books like these, but you’ve really come a long way. I would never stand in the way of the quest for knowledge…any type of knowledge. So of course I’ll get these books for you.” She examined the paper again, “Something really special must have happened the other night.”

Fluttershy smiled brightly. “It did. It really did.”

As Twilight went off to fill the request, Dash floated quizzically around Fluttershy’s head. “So you wanna tell me why Soarin has a picture of you inside his locker now?”

Fluttershy blushed and simply smiled. “I’m sure I have no idea.”

Ten minutes of chatter later, Fluttershy found her hefty bags laden with thick tomes. She turned to leave.

“Thanks for returning the tool, Fluttershy,” Twilight nodded as an afterthought. “Sometimes ponies lose them and it’s a lot more complicated to make a new one than just recharge the old ones.” She chuckled, “You should see some of the ones I get back. I keep telling ponies that once you see the little red line you should stop using them because I can’t guarantee the potency at that point, but they still come back to me with lines so prominent you can tell they were being used too long.” She droned on with a disinfected tone, “I mean, I guess if it’s infrequent or just one partner or something you can probably get a few more uses out of them, but the spell gets a little weaker every time it comes in contact with semen. So I always advise couples who copulate a lot to have them changed out more often.”

Fluttershy froze halfway out the door. She didn’t turn around, and had to consciously resist sending one of her yellow hooves to probe at her tummy. “Wait...what?”

“I was just saying,” Twilight responded easily, “That it’s probably okay if you’re just gonna use it once or twice more, but the spell weakens a little bit every time a stallion does that thing they do. And even that is probably okay if the tool is still powerful, but it would be a bad idea to use it if you were gonna, I dunno,” She blew on her bangs and snorted, “Do some crazy group thing or something. But I guess that’s neither here or there.”

Fluttershy’s eyes widened, and she felt a thickness rising in her throat. “...r-right, neither here nor there...eh heh...a-anyway! See you all later!”

Fluttershy fled, two pairs of confused eyes trailing her escape.