Fluttershy had been spending most of her day making drinks for the Hearts and Hooves Day party she and her friends were having. She decided to bring something special for the occasion. She was gonna bring tisane tea, which was a combination of different herbal and floral infusions. She figured the girls would love it since it was a personal favorite of hers. She had just put the finishing touches on it when she heard a knock at the door.

"I wonder who that could be?" She pondered as she went to answer the door.

She opened it and saw Spike standing on her doorstep with a look of panic adorning his face.

"Fluttershy, has Twilight been over here?" He asked quickly.

She jumped a bit at his sudden question but answered nonetheless. "No, she hasn't."

"Are you sure!?" He asked incredulously as he grabbed her shoulders.

"Yes. I would never lie." She said sincerely.

"I don't know if that's true or not. With the wild goose hunt I've had today, I don't know what to believe anymore!" He said as he shook her violently.

She closed her eyes and whimpered due to his tone and the way he shook her. Spike saw this and instantly felt bad. He took a deep breath and sighed heavily as he let go of Fluttershy's shoulders.

"I'm really sorry, Fluttershy." He apologized. "Everypony's been telling me the same thing all day, and it's really starting to piss me off. All I've wanted to do today was fix a mistake I made. But right when I get close to fixing it, somepony tells me otherwise. I'm tired and frustrated, but that doesn't mean I should take it out on you."

Fluttershy then pulled Spike into a tight hug. "It's okay, Spike. I forgive you."

Spike gingerishly hugged her back and smiled. "Thanks for being so understanding."

They then broke the hug and looked at each other awkwardly. There was a short silence between the two before Spike spoke.

"Well, let me know if she comes over here or not." He said before he ran back into town.

Fluttershy closed her door and went back inside. She couldn't help but wonder what Spike meant by that last statement.

"What would Twilight be coming over here for?" She thought to herself.

Right as she finished that thought, she heard another knock on her door. She trotted over to answer it, assuming it was Spike again, but was surprised to see Twilight standing at her door.

"Hello, Twilight. What brings you to my cottage?" She asked.

"Just wanted to see what you were doing for the party." Twilight replied.

"Oh, okay." She said as she let Twilight into her house.

They trotted into the kitchen, where Fluttershy showed Twilight what she was bringing.

"It's a special tea that's made from various plants and flowers." Fluttershy said, showing it off proudly.

"Sounds tasty." Twilight remarked. "Do you mind if I try it?"

"I would rather you try it when I bring it to the party. But since you asked nicely, I guess a little taste couldn't hurt." Fluttershy answered.

Twilight used her magic to pour some of the tea into a cup and sipped it carefully. She then closed her eyes and gave a content sigh.

"It tastes fantastic, Fluttershy." She complemented.

"I'm glad you think so." Fluttershy said modestly. "It took me a while to find the perfect ingredients to make it and I'm happy with the results."

Twilight then trotted past Fluttershy. As she did, she ran her tail along both of Fluttershy's flanks. Fluttershy squeaked loudly and turned her head to look at Twilight.

"What are you doing back there, Twilight?" She asked with a deep blush.

Before Fluttershy could react, Twilight wrapped her arms around Fluttershy's waist and held her close.

"Sizing you up." Twilight responded. "It's just something I like to do before I get familiar with somepony."

"Familiar?" Fluttershy repeated.

"You know." Twilight hinted. "Getting to understand you better. Finding out what makes you tick. Figuring out your sensitive spots."

After Twilight finished her sentence, she began to nibble on Fluttershy's neck, earning a sharp gasp from her.

"Oh. Looks like I found one." Twilight said sensually.

The longer Twilight nipped her neck, the more Fluttershy felt like jelly in Twilight's arms. She had to grab onto Twilight's forearms to prevent herself from toppling over. She continued to sigh from the feeling of Twilight's teeth digging into her flesh. Unknown to Twilight, this was actually a fantasy of hers. She would occasionally dream of a stallion approaching her and doing stuff like this to her, among others things that she was too afraid to talk about out loud. Although she was living out her fantasy in this moment, she couldn't help but feel distraught with the circumstances given the gender of the pony carrying out this deed. She had never previously had any interest in getting intimate with another mare, but Twilight's gesture was convincing her to be a little more open to this kind of thing.

"This isn't right, Twilight." She said in a strained voice. "What would the girls think?"

"They already know how this feels." Twilight whispered in her ear. "I gave them the same pleasure I'm about to give you."

Fluttershy shuttered slightly as she felt Twilight's muzzle brush against her back. She was left clueless about what the purple unicorn was planning next and it made her grow more anxious by the minute. She soon received her answer in the form of a set of teeth biting down on the patagium of her left wing. This caused both of her wings to spread out to their fullest lengths instinctively as she yelped loudly out of a combination of pain and pleasure. Sure, the bite did hurt a little bit, but the pain quickly subsided and was replaced with pure excitement. Twilight couldn't help but chuckle at Fluttershy's reaction to having her wing bitten.

“Fluttershy, did I just make you get a wingboner?” Twilight asked while smiling at her lecherously.

“My wings are very fragile.” Fluttershy explained, letting out a soft moan afterwards. “Please don’t tell the others about it.”

“I can't make any promises.” Twilight replied before biting on Fluttershy's right wing.

The yellow pegasus gave a loud cry at the feeling of having her wing bitten for a second time. She bit her lower lip and wrapped her right arm around Twilight's neck as she gasped softly. Feeling weak and vulnerable was nothing new to the timid mare. But feeling this way towards another mare was something completely different for her. Twilight soon reached up and started to play with Fluttershy's left wing, stroking its feathers and running her hoof along the top of it. All this stimulation was beginning to make the yellow pegasus feel like her whole body was going to burst. From her head to her hindhooves, she could feel fireworks going off inside of her.

Twilight decided to go a step further and proceeded to move her tongue along the top part of Fluttershy's left wing before moving down to get the bottom part as well, making sure to lick each individual feather of her primaries and secondaries. Fluttershy gritted her teeth and tried to hold back her moans as best as she possibly could but to no avail as libidinous sighs still managed to escape her lips. She couldn't fight it anymore. The pleasure had fully built-up in her system and her body was practically screaming for release. Twilight had worked her magic and was putting Fluttershy under her control. And that's the way she wanted it. She wanted to push Fluttershy over the edge. She wanted to make her squirm. She wanted Fluttershy to beg her for more. It wasn't long before the yellow pegasus leaned her head back and rested it on Twilight's shoulder.

"Take me, Twilight." She whispered in the purple unicorn's ear. "Take me now."

"Your wish is my command." Twilight said softly as she picked Fluttershy up bridal style and carried her upstairs to her bedroom.

She used her magic to open the door and close it behind them. After that, she laid Fluttershy down on the bed and got on top of her, slowly pressing her body onto Fluttershy's. They then began to rain kisses onto each other's lips while gently rubbing each other's bodies with their forehooves. The faint sound of smacking could be heard as their lips were pressed together and separated. After a while they paused and looked at each other, their eyes filled with enticement.

“I don't think I've ever seen this side of you before, Twilight.” Fluttershy stated as she placed a hoof on Twilight's cheek.

“That's because I've never really had a reason to show this side off.” Twilight replied as she stroked Fluttershy's mane.

“Well, I think you just found one.” Fluttershy said with a naughty smirk.

“Indeed, I did.”

Twilight then clamped her muzzle over and began to suckle on the left teat of the yellow pegasus. This incited a whole new wave of pleasure to wash over the timid mare. Her body began to seize up as if electric jolts were passing through it. She tossed her head back onto her pillow and let out a lusty, drawn out moan. Twilight took this as a sign of gratitude and continued to suck on Fluttershy's left nipple while occasionally flicking it with her tongue. Fluttershy's moans increased in volume and pitch the longer this went on. She wasn't sure how much more of this she could take. Given all the stimulation she had received, it was a wonder that she didn't climax prematurely. She began to flail her arms around, looking for something to grab onto. Her hooves eventually found their way to the sides of Twilight's head and latched on it. The timid mare clutched Twilight's head tightly while giving a loud sigh every so often.

Now that Twilight had the yellow pegasus right where she wanted her, she decided to seal the deal. She gave Fluttershy's nipple a sudden, yet gentle bite. This sent the yellow pegasus past the point of no return as her entire body froze. She began to let out a moan, but her breath got caught in her throat halfway through it and instead came out as a series of stutters. As Twilight started to apply a little bit of force behind her bite, Fluttershy’s stutters became more frequent. But as soon as she relaxed her jaw, the stutters stopped completely. Twilight decided to tease Fluttershy by biting down softly for a brief period and then relaxing for while, allowing the pegasus some time to recover in between bites. This proved to be extremely effective as Fluttershy alternated between moaning and gasping for air as Twilight did this. After doing this for a while, Twilight released Fluttershy's teat from her maw, leaving behind a thin line of saliva. She then wiped the drool off her mouth with her right arm before speaking.

“That was just the appetizer.” Twilight informed with a knowing look. “Are you ready for the main course?” She asked with a seductive grin while eyeing the yellow pegasus lustfully.

Fluttershy didn't give a vocal response since she was still trying to catch her breath, but she did give Twilight a nod of agreement. Twilight proceeded to lower her head towards Fluttershy's love tunnel when the yellow pegasus put up a hoof to stop her in her tracks. After she finally managed to catch her breath, she spoke to the intelligent mare.

"Before we do this, I just wanna make one small request." Fluttershy offered.

"You name it, and I'll do it." Twilight stated with nobility.

"I've always dreamed of being nailed by a stallion, but I'm far too shy to ask one for assistance. Do you think you could give yourself a dick and screw me like a stallion?" She implored.

"Sure thing, Fluttershy." Twilight responded.

But before she could make the adjustments, Fluttershy stopped her again.

"Also, do you think you could ride me doggy-style?" She asked. "I know that your stallionhood is only going to be temporary, but I don't wanna take any risks."

"I'll agree to that offer." Twilight agreed.

"Thank you ever so much, Twilight." Fluttershy thanked her.

Twilight then fired up her horn and focused on herself as a bright glow of magic surrounded her. After a few moments of intense concentration, it was a success. She had transformed her female genitalia into a colt penis. Fluttershy could only stare at it intently with a deep blush on her face. Twilight looked down at her new addition and smiled proudly, feeling very pleased with herself. Fluttershy continued to stare blankly at Twilight's appendage. The purple unicorn gave her a confused look as Fluttershy seemed to be practically drooling at the sight of it.

"Fluttershy, you still with me?" She said as she waved her hoof in front of Fluttershy's face.

Fluttershy shook her head and grinned nervously. "Sorry. I guess you could say I was: dick-notised." She said as she laughed at her own corny joke.

"Wah wah wah."

"I realize it was a bad joke. You don't have to rub it in." Fluttershy said with a smile.

"Alright."

"Speaking of rubbing, your member is looking kinda limp. We should fix that." Fluttershy said with a sultry grin.

"Be my guest." Twilight invited as she laid down on her back and spread her legs, allowing her stallionhood to dangle limply.

Fluttershy leaned forward and touched Twilight's shaft, recoiling as it flared slightly. She was a little bit hesitant since she wasn't sure what to expect with this. Once she felt that she was ready for it, she took it in both her hooves and started to rub it up and down, eliciting squeals of delight from Twilight. Twilight laid her head on the edge of the bed and sighed as Fluttershy stroked her dick. After a while, Fluttershy got the hang of it and had a swift up and down motion going. Twilight greatly admired her diligence as she continued to let out cries of sexual bliss.

"Am I doing good?" Fluttershy asked. "I've never done this sort of thing before."

"You're doing great Fluttershy." Twilight gasped. "A little too great. I may blow my load before we even start."

"We don't want you firing rounds just yet." Fluttershy said sensually. "We still need to prep the barrel."

Fluttershy was feeling very confident in herself as she opened her mouth and engulfed the tip of Twilight's penis. Twilight couldn't help but cry out at this new sensation. The moment Fluttershy did this, she could feel her body light up like a furnace. She grabbed the back of Fluttershy's head and slowly pushed it down, forcing Fluttershy to take in more and more of her cock. The yellow pegasus made a face as she gagged a bit. Twilight's shaft was poking the back of her throat, triggering her gag reflex. Twilight eventually realized this and let her pull back until she only had half of her stallionhood in Fluttershy's mouth.

"Sorry, I guess I got a little carried away there." Twilight apologized. "I should let you pace yourself and take it in slowly. You're not ready for the whole thing just yet."

"I'll say." Fluttershy agreed after she took Twilight's dick out of her mouth to speak. "I thought I was gonna throw up for a minute. And the last thing I want is for the girls to find out that I threw up on your dick while giving you head."

Twilight laughed heartily at that statement. "Yeah, I doubt that you'd able to live that down."

Fluttershy then put her muzzle back over Twilight's penis and swirled her toungue around it in a circular motion, causing the purple unicorn to moan loudly.

"Now I know how stallions feel when they're being sucked off." Twilight deduced. "I've gotta do this again someday."

"I'm glad to here that." Fluttershy spoke. "Because if anal sex is as good as ponies say it is, then I might wanna try it again."

By this point, Twilight's cock was fully erect now. Yet, Fluttershy didn't want to stop licking it. She was really getting use to the taste and feel of it and she could tell Twilight was taking pleasure in it as well. But something in the back of her mind was shouting for her to put it inside of herself already. And if that weren’t enough, her marehood was starting to get wet and threatened to leak on her bedspread. Wanting to get right down to business, Fluttershy stopped licking and turned over onto her stomach before lifting her tail up. Twilight groaned as she could feel herself being deprived of orgasm.

"I was so close." She whined.

"I know." Fluttershy responded. "But we can do that some other time. Now come and get it, big boy!" She said suggestively, slamming her hooves over her mouth afterwards.

Twilight smiled at her smugly. "I see somepony's into roleplay."

"I just got caught up in the moment, that's all." Fluttershy said with an embarrassed expression on her face.

"Don't worry, I'm gonna give you what you beg for." Twilight stated as she mounted Fluttershy.

Fluttershy took in a deep breath as she anticipated what was about to happen. She then exhaled loudly as Twilight's member entered her butt. Her anus stretched like a rubber band as Twilight slid her dick in further. She dug her hooves into the bed and gave a drawn-out moan. Her eyes fluttered a bit as Twilight began to shift her hips and thrust in and out of her. Her body lit up instantly as Twilight continued to mate with her. Each time Twilight hilted herself inside of Fluttershy, she let out a deep groan; As for Fluttershy, her moans were much louder in comparison. Despite her natural shy disposition, the usually soft-spoken and quiet mare was crying out like a screech owl.

"Damn, Fluttershy." Twilight said with a smirk. "We've barely begun and you already look like you're about to cum." She said, moaning afterwards.

"Sorry." She apologized. "I've never had something this big inside of me before. It's too much for me."

"Let's see how long you can hold out before I have you screaming my name." Twilight said wickedly.

2 minutes after she said this, Fluttershy cried out as her climax hit her. Regardless, Twilight continued to ride her.

"That didn't take very long. It took me at least 5 minutes to make the other girls squirt." Twilight remarked.

"Guess my body isn't as hardened as theirs." Fluttershy strained, stifling a moan.

"What do you say we speed things up a little bit?" Twilight suggested.

"I would very much like that."

Twilight's pumps started to increase in speed and force. This caused both mares moans to become louder and sharper. Twilight grunted as she slid her cock in as far as it would go. Fluttershy responded to this by crying out loudly as Twilight's stallionhood poked her rectum.

"Ahhh! Ride me like a wild animal!" Fluttershy screamed.

"Ugh, Fluttershy. I know you live on the outskirts of town, but I'm pretty sure the townsponies just heard you." Twilight joked.

"This feels too good for me to care!" Fluttershy cried.

A couple of minutes later, Fluttershy was nearing her second climax. Her moans were becoming so loud that she had to bite down on her pillow to quiet herself a bit. It did little to help as her cries were still pretty loud, albeit muffled. Twilight was beginning to sweat from the amount of force she was putting behind her thrusts. She wasn't even close to climaxing herself, yet she could see Fluttershy's mare juices leaking onto the bed. It wasn't long before Fluttershy squirted her mare milk all over the bed for a second time, moaning loudly into her pillow as she did.

"You came twice now. When am I gonna get my first?" Twilight questioned.

"You'll get your release soon." Fluttershy said in a muffled tone. "But not before you make me writhe in ecstasy one more time."

"If you say so." Twilight replied.

She then grabbed Fluttershy's mane and pulled it back hard with her right forehoof and then started to pull out of her, before slamming back into Fluttershy as far as she could go. She used her left forehoof to grip Fluttershy’s flank tightly for stability so that she could truly drive herself into the yellow pegasus’ anal cavity. This drove Fluttershy crazy as she let go of the pillow and moaned out freely. It was that same combination of pain and pleasure from earlier that was causing her to whine with more verve.

"Oh Twilight!" Fluttershy moaned. "You're giving me a heart attack." She said as she clutched her chest and gasped for air.

"Don't flatline before I get off." Twilight said with a smile.

Fluttershy huffed and puffed loudly as her heart thumped in her chest, threatening to explode any minute now.

After a few minutes of this, both Twilight and Fluttershy were reaching their limit. Given the fact Fluttershy had already gushed twice now, it was no surprise that she getting close to cumming for a third time. But Twilight hadn’t achieved her first climax yet and was about to accomplish that goal soon. She was breathing heavily and beginning to feel the effects of exhaustion set in but she showed no signs of letting up. Fluttershy's eyes had practically rolled into the back of her head as she sighed and gasped loudly for she wanted nothing more than for Twilight to ride her until she had reached the finish line. A loud squelching noise could be heard every time Twilight thrusted deep into Fluttershy. The scent of their activity was pungent in the air.

"I'm almost there." Fluttershy moaned. "Make me cum hard!"

"But I've already made you cum twice." Twilight strained.

"Twice wasn't enough." Fluttershy shook her head. "I want more. Fill me up with your spunk!"

A minute later, Twilight cried out as her orgasm finally hit her. She squirted stream after stream of colt sperm into Fluttershy's anus. A few seconds later, Fluttershy gave a high pitched orgasmic cry as she climaxed for a third time. They both continued to ride out their climaxes as they moaned loudly, pouring their respective fluids onto Fluttershy's bed. By the time they finished, they were left sweaty, out-of-breath, and quite satisfied. Twilight was so spent from this activity, that she plopped onto Fluttershy's back. Fluttershy held herself and Twilight up for about 5 seconds before her arms gave way and she flopped onto the bed. They stayed like this for a while before their breath finally caught up to them. Once Twilight's cock became completely flaccid, she pulled out of the yellow pegasus. Fluttershy was the first to speak.

"You're pretty wild in the sack, Twilight." Fluttershy complemented. "You should do this more often."

"I'm DEFINITELY gonna do this again sometime." Twilight said with a nod.

"Glad to hear it." Fluttershy replied. "Because this is just as good as ponies said it is."

Twilight closed her eyes and rubbed her head. When she opened them again, she noticed that she had mounted Fluttershy's ass. She also noticed an "extra addition" between her legs when she looked down. She immediately flushed with a deep blush.

"Tell me I'm dreaming." Twilight said in disbelief. "Tell me I didn't magically give myself a colt dick and rail you."

"But, that's exactly what happened Twilight." Fluttershy responded as she turned her head to look at Twilight. "You made me cum 3 times."

Twilight started to hyperventilate due to the stress of the situation she found herself in. She put a hoof to her chest and layed back as she felt that she was on the verge of passing out. Fluttershy turned around and looked at Twilight with concern on her face.

"What's wrong, Twilight?" Fluttershy asked. "Why are you hyperventilating?"

Twilight didn't respond since her breathing was making it difficult to speak.

"Hold on. I'll be right back." She said quickly as she flew off of her bed and into her kitchen.

When she returned, she had a paper bag in hoof. She handed it to Twilight.

"Breathe into this. It'll slow down your breathing." Fluttershy informed her.

Twilight grabbed the bag and started to take slow, deep breaths into it.

"That's it. Breathe in, breathe out." Fluttershy instructed.

Twilight continued to take slow, deep breaths until her breathing had completely slowed down. She took one last deep breath and put the bag down.

"There, now tell me what's troubling you." Fluttershy said as she placed a hoof on Twilight's left thigh.

"I feel like my body's been on autopilot lately." Twilight confessed. "I've just been doing things without remembering what I did or how it happened."

"Well, I'm sure if you relax and give your brain time to process what you do remember, it'll all come back to you." Fluttershy advised.

"Maybe you're right." Twilight agreed. "Maybe I have been overworking my brain too much."

"Nothing a little rest can't fix." Fluttershy suggested.

"Alright, I'll take your advice." Twilight said as she got off the bed. "I'm gonna go home and rest my mind. Thanks for the help."

"Anytime." Fluttershy responded.

Twilight then went downstairs, opened the front door, and exited Fluttershy's cottage.

Author's Note

Butt sex is wild, but it don't cause no children!!!!