Spying From Fluttershy's Tree

by The Abyss

Rating: mature
Tags: Original Character, My Little Pony: Friendship is Magic, Fetish, Rainbow Dash, Romance, Fluttershy, Sex
Length: 3054

Fluttershy has been dating a royal guard in secret for many months, and it's been a while since he came around. When he shows up, she cannot resist taking him upstairs for some lovemaking, but she fails to see Rainbow masturbating to them in a tree.

Fluttershy has been dating a stallion from Canterlot for the past several months, and it's been a while since they were able to make love. Now that he finally has some leave, and thinking that they're all alone, Fluttershy takes him up to her bedroom, antsy to feel him inside of her. In the heat of the moment, she fails to see Rainbow Dash masturbating to their lovemaking in a nearby tree.

Contains: Rainbow Dash fisting herself, Creampies, Blowjobs, and Cunnilingus.

Published 2017-01-06 00:00:09 UTC
Last updated 2017-01-06 00:00:09 UTC

Fisting in a Tree

“You sure nopony’s around?” Phalanx asked as he and Fluttershy trotted up the path to her cottage. He glanced over his shoulder and eyed the long path from Ponyville with eyes as sharp as an eagle’s. With nothing but a few squirrels running about catching his eye, he draped his only wing over Fluttershy’s back and nuzzled her just behind the ear. “Heh, I guess my mind must be playing tricks on me...”

“You just need to relax a little bit, dear,” Fluttershy said as she opened the door to her cottage. “After all, your job as a royal guard must be so stressful...” Lowering her head, she gently placed her head on his butt and pushed him inside, though not before she snuck a few quick sniffs of his musky-smelling balls. She took a deep breath in and held it, feeling her lower lips begin to moisten. Licking her lips, she closed the door behind her and bit her bottom lip, wondering what Phalanx had in mind for her. Before she could take a step forward, he stole a kiss from her lips, leaving her breathless.

“Yeah, it can get a little stressful, but knowing that you’re just a quick train ride away keeps me going,” Phalanx said, nuzzling her cheek. “I’m glad you were free this weekend, because I’m sure I would have gone crazy if I had to spend my first weekend off in a month in the barracks.”

“Oh, I’m sure...” Fluttershy blushed as she rubbed her foreleg with a hoof. “So... um... you want to see my bedroom?” she asked

“If that’s where you want to go, then yeah, that’d fine,” Phalanx said. He followed Fluttershy upstairs and into her bedroom, and as soon as she neared the bed, he pushed her on top of the neatly-made bed. Jumping on top of her, he nipped her neck, smiling as her wings spread out on the sheets below her. He planted several light kisses on her exposed neck, taking pleasure in how she squirmed beneath him. Flopping down next to her, he laid his head on the pillow next to hers and grinned at her, his cock slowly starting to slip from his sheath. “So...” he said with a chuckle.

Fluttershy’s eyes slid down to his cock as she flicked her tail up to hide her growing arousal. “You want me to...” She blushed furiously as she pushed herself up with a hoof.

“Y-Yeah...” Phalanx said. He lifted his right hind leg, hiding absolutely nothing as Fluttershy lay down near his cock and balls. His ears flicked down as he felt her warm breath graze against his cock, making it twitch and grow a little thicker.

Fluttershy licked her lips, then tentatively wrapped her lips around his tip, suckling on it as if it was her mother’s teat. She heard Phalanx grunt softly as he bucked his hips into her mouth, shoving his cock to the back of her mouth without warning. Fluttershy’s eyes went wide at that as she felt his tip nearly slide into her throat. Feeling her gag reflex kick in, she pulled back and let his cock slip from her lips.

“S-Sorry!” Phalanx sat up and nuzzled Fluttershy’s cheek. “You okay, sweetie?”

“Yeah, I’m fine...” Fluttershy blushed as she eyed his cock again. “I just wasn’t ready for that yet.”

“That’s fine. You know, we could just snuggle for a while if you want,” Phalanx suggested.

Fluttershy heard the disappointment in his tone, even though he masked it well. “No, it’s okay!” She let a naughty smile slip on her face as she stroked his cock with a wing, her feathers getting matted with his precum. “I’ve wanted this for a long time...”

“Heh, yeah?” Phalanx nuzzled her butt, using his muzzle to push away her tail to reveal her puffy labia. Her arousal glistened in the sunlight streaming in through the window, and just the sight of that alone made his cock ache. “I have been busy up in Canterlot for the last few weeks, after all...” He took a deep whiff of her arousal and let his breath out slowly, teasing her pussy. Rubbing her inner thigh with a hoof, Phalanx leaned in and wrapped his lips around her clitoris, making her moan softly.

As his tongue flicked across her cute little love button, Fluttershy folded her wing back to her side and wrapped her lips around his cock again. Knowing that her lover would absolutely love to feel her take his cock all the way to his base, she took a deep breath and pushed down, swallowing when she felt his tip touch the back of her mouth. His cock, already wet with her saliva, slid down into her throat, her lips wrapped around his thick medial ring. Pleasant memories of it pounding against her G-spot from the last time he came around flooded her mind, and as she felt her cheeks warm, she felt her arousal slip from her folds, dripping down her crotch until it landed on Phalanx’s muzzle.

“Hm? Oh, you naughty girl... Getting all wet just for me?” Phalanx chuckled. Seeing more of her arousal start to form at her entrance, he lapped at her tight slit, her sweet-tasting juices gracing his tongue. As an innate need to get more grew within him, he nuzzled her labia apart and found her pussy’s entrance. Licking his lips clean, he flicked his tongue inside of her, pushing it as far as it could go. Knowing that her G-spot was relatively close to her entrance, he pushed down with his tongue, flicking it all over. He heard Fluttershy moan through the thick cock in her throat, pushing him close to cumming. The vibrations he felt when she moaned felt more than wonderful on his tip, and as his balls started twitching, he felt his tip flare up deep within her throat. “I’m... I’m...”

Fluttershy felt his head flare up within her throat, and combined with his soft grunts, she knew he was about to cum. She was already desperate for air, but she couldn’t pull off; he’d lose his peak and she’d have to start over again. With only a few inches left until she reached the base of his thick cock, she wistfully pulled away from his tongue, wanting nothing more than to give her lover the orgasm she thought he deserved. Putting her own needs aside, she felt her orgasm slowly fade away, but she didn’t mind one bit, for she knew Phalanx wouldn’t let her down.

After all, they had the entire weekend to themselves.

Fluttershy knew without a doubt that his cock would be deep inside of her for most of the time, in one way or another.

She’d make sure of that.

Good girls always swallow, just like Rarity said... Somehow managing to take a small breath in through her nose, Fluttershy forced herself down on his cock until tears sprang to her eyes. Her muzzle grazed against the fur on his crotch, and as the musky scent of his balls once again massaged her nostrils, she opened a wing and used the tip of her largest feather to stroke his balls while she thought, Cum for me, my love... Cum right into my stomach!

Not even a moment later, she suddenly felt her throat warm up. She moaned softly, keeping it as drawn-out as she could. Fluttershy bobbed her head back and forth a few inches, feeling his cock slide back and forth easier as her throat was painted white with his warm seed. Maybe we can try anal the next time he comes around... haven’t ever done that before... she thought as her eyes drifted shut, a smile forming on her face.

Wanting to be marked by his scent, she pulled the cock out of her mouth and let him finish on her face. A shiver ran down her back as she felt his cum drip down from her forehead, running right between her eyes while another cumshot trickled down the left side of her face, stopping on her cheek. As Phalanx panted heavily, she rubbed his cum into her coat, his thick scent driving her mind wild with an animalistic lust that only a thick cock could sate.

And she knew exactly what she wanted.

Rainbow rocketed towards Fluttershy’s house. The rest of her friends were all going on their monthly picnic in the park, and Fluttershy was nowhere to be seen. Wondering what was taking her so long to get to their meeting place, Rainbow had volunteered to swing by her house to see what was taking her so long.

Deciding to alight on one of the thicker tree branches just outside Fluttershy’s bedroom window, Rainbow looked up just in time to see some stallion she’d never seen before blow his load all over her friend’s face. He was a well-built stallion, a hunk of handsome meat that had Rainbow drooling. His coat was white while his mane was a dark shade of red, and when she leaned in a little closer, she noticed that he only had one wing; his right one was gone. She winced at the sight of that, as becoming flightless was easily one of her worst nightmares. Though when she saw his cock sit on top of Fluttershy’s head, her sadness quickly turned into a lustful amazement.

“Dang... that thing’s huge!” Rainbow Dash whispered. With wide eyes, she licked her lips and pressed her back up against the tree trunk, then spread her hind legs wide. Letting a hoof drift down to her nethers, Rainbow grinned as it grazed against her clitoris. She opened her wings wide, using them to keep her balance as she lay them on nearby branches. Rainbow heard Fluttershy moan, so she looked back up to find her with her ass up in the air as her stallion sank his thick cock into her pussy. She felt her hoof grow warm and wet with her arousal, leaving her panting softly as Fluttershy somehow took his entire length right from the start. Rainbow rubbed her pussy in circles at first, slowly teasing her puffy labia as Fluttershy’s moans echoed from the bedroom. Closing her eyes, Rainbow bit back a groan as she imagined that same stallion sinking his thick cock into her own tight pussy. Even though she was supposed to be seeing if Fluttershy wanted to go on their picnic, Rainbow couldn’t help but stay and watch.

Rainbow’s hind legs trembled with pleasure. She wanted nothing more right now than to be fucked full of a thick stallion cock, but she hadn’t dated anypony for a while, nor did she feel comfortable enough to simply hop into Fluttershy’s room and ask to join them. She lifted her hoof up, wondering if her hoof was about the same size as a stallion’s flared tip. “Won’t know if I don’t try, right?” she asked breathlessly. Spreading her hind legs as far as they could go, she pressed her hoof against her entrance and relaxed, taking several deep breaths. The tip of her hoof slid just inside her entrance, stretching it faster than she’d anticipated. She whipped her hoof away, a few droplets of her arousal splattering against the leaves in front of her.

“Gotta take things slow...” she whispered, once again placing her hoof at her entrance. She rubbed her hoof in small circles, pushing her hoof inside of her as slowly as she could. With half of her hoof inside of her, she paused and clenched down as hard as she could, wearing out her muscles down there. She knew from past experience with anal play that this method allowed her to take bigger and bigger toys, so she figured it might work with her pussy.

Her pussy yearned to be filled with a stallion’s hot cum, but she knew she’d just have to make her hoof work for the time being. With most of her hoof just inside of her entrance, she lifted her hoof up, praying that her pussy would stretch wide enough to take it, and once she pushed just enough, it finally slipped inside of her, sinking in a couple of inches. Rainbow’s eyes went wide as she screamed silently. Her pussy spasmed around her hoof as if she was in the midst of an orgasm, but she didn’t feel the waves of overwhelming pleasure soaring through her body.

Soon.

Fluttershy bit down on the sheets as her hind legs trembled. Phalanx’s thick and musky cum had already started to dry on her face, leaving her with a desire for more, and luckily for her, he was going to give her exactly what she wanted. She moaned through the sheets in her mouth as Phalanx gently bucked his hips forward, making her feel his balls slap against her swollen clitoris. She absolutely loved how they were able to switch the dynamic that they shared in the bedroom, where he had let her take the lead, and now, where he had taken control of her mind, body, and soul. There wasn’t anything she wouldn’t do for him in bed, especially if it was something especially naughty.

Phalanx groaned as he picked up the pace, now ramming in and out of his lover. “You want me to come inside of you, don’t you, you naughty girl?” he growled, slapping the side of her butt with a hoof. She went slack in his grasp, so he wrapped his forelegs around her hips and flipped her onto her back while keeping his cock lodged all the way inside of her. He pressed his lips against hers as he plunged his tongue into her mouth.

She kissed him back weakly, feeling like putty in his grasp. His weight kept her pinned down on the bed, and even though she squirmed underneath him, there was no way that she would be able to get up, though it wasn’t like she wanted to get up.

Her heart yearned for him to finish inside of her, marking her with his scent for everypony to smell. She imagined going out for dinner with his cum soaked into her fur, and that thought gave her such a rush that she felt her folds grow wetter. The orgasm building up in her core came to a peak, then after a few moments, she whispered, “Make me yours, my sweet lover...” She clamped down as hard as she could on his cock and held it there, feeling every single twitch as his balls throbbed against her entrance.

Phalanx looked deep into her eyes as his tip flared inside of her. He brushed her unkempt and cum-stained mane out of her face, then nuzzled the side of her cheek. Nipping at her ear, he whispered, “I love you, Fluttershy...”

Fluttershy’s vision went blurry as his words pushed her over the edge. She buried her muzzle into his shoulder and moaned like a true mare as she felt his cum splatter deep within her, warming her up from the inside. She wrapped her hind legs around his butt, pushing him just a little bit deeper until she felt his balls press firmly against her butt. Feeling incredibly full, both of cock and cum, Fluttershy’s wings sprang out from her sides, throbbing in the sheets beneath them.

Phalanx collapsed on top of his lover, panting heavily as sweat dripped from his brow. After a few moments, he rolled off of Fluttershy, laying on his back next to her. He let his eyes drift shut as his softening dick flopped onto his lower belly, twitching every couple of seconds. He felt Fluttershy lift his right foreleg with her muzzle as she snuggled in close, so with a grin, he wrapped his leg around her and held her close.

Fluttershy felt his cum seep out of her, dripping down onto her inner thighs. She rubbed them back and forth, smearing his cum all over, ensuring that she was marked with his scent. She nuzzled his chin, then lifted her head and glanced at his cock, glistening in the light from their mixed juices. Her mouth salivated at the thought of cleaning it with her tongue, and after the wonderful rutting he’d just given her, she felt like he deserved it.

Rainbow fucked herself silly with her hoof, ramming it in and out of her pussy with reckless abandon. Fluttershy’s ass was on full display to her as she cleaned her lover’s cock, slowly licking it and then swallowing after every few licks. “So... hot...” Rainbow moaned as she rubbed her clitoris with her other hoof. With her ears flicking back, she rubbed her G-spot, teasing her pleasure point with the tip of her hoof. As a blissful smile slid on her face, she finally slipped over the edge. She pushed her hoof as far as she could inside of her as she squirted, coating the branch and the leaves in front of her with her sweet-smelling cum.

A particularly thick shot leapt out farther than the rest, somehow slipping through the hole in the leaves and splattering against Fluttershy’s windowsill. Rainbow’s hooves whipped up to her mouth as she looked on in shock, everything going in slow motion. As her cum and arousal soaked into her cheek’s fluff, she watched as Fluttershy glanced out the window, looking for anything suspicious. Her heart raced in her chest as her breaths came in short pants.

And then their eyes locked.

A hundred different escape plans ran through Rainbow’s mind as she tried to figure out how to get out of this sticky situation, but as she prepared to fly away as fast as her wings could take her, Fluttershy blushed madly, then shot a wink at her. With her eyes as wide as dinner plates, Rainbow watched as Fluttershy wrapped her wing around her lover’s cock, stroking it up and down as she held her gaze. After a few seconds, Fluttershy let go, then spread her wing wide, letting Rainbow see his cum and hers spread out between her feathers.

“You up for another round?” Rainbow heard the stallion ask. Fluttershy simply nodded, then wrapped her lips around his cock again.

Heh, looks like we’re both gonna miss out on our picnic!