Flutters of Fancy II: Fancy Free

by Twigai

Rating: mature
Tags: Slice of Life, Sex, Anthro, Applejack, Drama, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Fluttershy
Length: 12702

Last semester, a chemistry lab "accident" changed the flow of a young mare's senior year of high school. Months of scurrying across late afternoon halls did not go unnoticed. Will the fulfillment of her heart's desire be everything she dreamed?

(Note: This story is an art trade. It includes explicit sexual activity, futanari, and a student/teacher relationship. If this kind of story is not your bag of oats, it would be best to move on. All depicted characters are at least 18 years of age. A sequel to this story has since been published.)

Last semester, a chemistry lab "accident" changed the flow of a young mare's senior year of high school. They told her to report any ill effects. Once upon a time she might have done just that, but her journey was only just beginning. Alive and unfettered by the emotion bearing her name, the last thing she wanted was to end it.

Months of scurrying across late afternoon halls, bathed in the spectrum of reds, oranges, and violets by the setting sun, did not go unnoticed. Called unexpectedly to the faculty offices, she stares the fulfillment of her heart's greatest desire in the face.

But will it be everything she dreamed it to be?

The cover art for this story is used by permission of the artist, Audrarius, whom I wrote this story for in return for other artwork.

Published 2017-02-28 19:30:01 UTC
Last updated 2017-02-28 19:30:01 UTC

Sketchbook

Upon the smooth pane of a tiled wall outside the chemistry lab, lived a notice. It persisted despite the passing of its brothers and sisters, who had succumbed to the passage of months or fallen from their perch to be subsequently discarded. There had been replacements posted in the early days, but even they fell, one by one, like miniature empires of propaganda; never again to display their warning concerning the accident that had occurred there last fall.

The last paper standing, wizened in the many days since it came hot off the ditto machine, held silent court. The cheap scotch tape that held it to the wall was already brittle, as though it had aged one year for every two weeks that had gone by. The page was dog-eared and stained with a blotch of something that looked like mustard, but the notice continued to whisper its once-proud warning to every student that entered the laboratory on a daily basis-

Students experiencing the following systems should speak immediately to a faculty member or report to the infirmary:

-Sudden or unexpected increase in infatuation

-Excessive daydreaming

-Onset of or abnormal frequency increase in self-stimulation

-Onset of paraphilia

-Difficulty concentrating

Fluttershy was by now quite familiar with the recitation, such that she brushed past the document with little heed. To her, the exquisitely heightened sense of touch and intense daydreams were well worth the lapses in concentration during class. The flushing of the capillaries in her cheeks was frequent now, and it came as a package deal alongside a kneejerk giggle, no matter the gender of her companions.

She knew the symptoms because she had them all - further, she was now intimately familiar with the ones that the posted notices either did not mention, or attempted to squeeze into detached, technical parameters. The way the subtle throb between her thighs matched the everpresent ebb and flow of her heartbeat. The urge to vanish into her bedroom after dinner every night. The ease by which her mind conjured up explicit scenarios involving people she knew on a purely platonic basis, via the simple expedient of glancing in their direction for too long.

Fluttershy knew she was the sort of student who garnered little expectation from her constituents. Soft-spoken and without the drive that fueled an aggressive nation to push for mortal success, others simply assumed that any future that did not result in the life of a housewife nor the vocation of wildlife conservation was certain to point directly to a quiet, peaceful, and otherwise humdrum desk job.

But Fluttershy knew better.

She had proven to herself, every time she placed a hand over her heart to still the butterflies that beat their furious wings within, that she was indeed capable of mastering more than the behavior of small woodland creatures. Her clandestine refusal to comply with the notices on the chem lab walls was liberating, and she was still in control of her faculties well enough to get good grades and make nice with others. In the privacy of her own mind, where she had no cause to live up to her name, she had conquered the symptoms and made them hers. Now, with the oncoming of springtime, the affliction had become a companion that vaulted her imagination into the great blue beyond, higher even than her wings could carry her.

Art. Or music. Or perhaps writing. Someday, after graduation, she would pursue one or possibly all of these vocations. In so doing, she would share with the world the freeflowing excitement that was gradually setting her free.

The future was bright, but more immediate concerns ruled the moment.

The familiar clack of Fluttershy’s hooves echoed against an empty hallway. Lit by the waning springtime sun that caressed each budding flower, coaxing it into transient life, the passage was cool and disinfected, with a slight chill brought on by a pocket of winter air that had not yet seen fit to loose its hold on the changing seasons.

Fluttershy spent at least two or three days each week lingering after class to make use of the privacy afforded by late afternoon. Thus she was not at all put off by the lack of chattering student life. This time, however, her destination was not a discreet restroom. She walked the halls in response to a summons - one that demanded a proper smoothing of her skirt and a straightening of the sage green sailor tie at her throat. Lightening her pace with a habitual beating of the pegasus wings that sprouted from beneath her white uniform top, Fluttershy turned down a short hallway and hastened to an unassuming wooden door labeled with the name of the occupant she had been called to see.

Turning her knuckles to the wood, Fluttershy rapped gently upon it once, as was her habit for soft-spoken entrances. A lack of response prompted her to knock again, this time more assertively.

“Hello?” Fluttershy called out in a mousey voice, “Miss Applejack? You wanted to see me, Ma’am?”

“It’s open, Fluttershy,” A familiar, twangy voice replied. “Come ahead if you’re comin’.”

Taking that as an invitation, Fluttershy cracked the door just enough to slip through it. She then took her time replacing the knob with as little audible affront as possible.

The chamber in which Applejack had set down roots was long, narrow, and small enough to hint at the less distinguished length of her tenure among the faculty. The already muted afternoon light had been sliced into fine sheets by the mostly closed slats of a drawn blind over the room’s only window; thoughtfully positioned behind Applejack’s desk at the far end of the room. The rays of intersected light traced long pools of luminescence across the solid oak desk and the books set atop it, as well as the modest bookshelf and filing cabinet that lived on opposite sides of the room.

Fluttershy appreciated the feel of the carpeting on her naked hooves, but it was otherwise thin and unremarkable - she suspected anybody who had spent the day trotting about upon the hard halls of the school might have felt the same. Upon the walls were framed diplomas with dates going back less than five years, a large mirror with a coat rack next to it (presumably for freshening up on the fly), and an enlarged photograph of a younger Applejack, wearing the exact same uniform Fluttershy donned every day while posing happily with her family in front of their ancestral barn.

In the center of it all, leaning back on her chair with her hooves crossed upon the desk, was Professor Applejack. Her hands were behind her head in relaxation; the Stetson she wasn’t allowed to wear during class poised comfortably with the brim pulled down over her eyes.

Fluttershy had long held the impression that her professor was never quite comfortable in her own clothes. Every day, Professor Applejack wore the exact same ensemble - stiff black slacks with a long-sleeve white dress shirt. Never was any thought given for diversity, style, or personal flare. It was as if the tightly-creased outfit was as obligatory as Fluttershy’s own.

When Applejack made no move to acknowledge her student’s presence, Fluttershy held a fist protectively over her chest and called out first-

“I-I’m sorry, am I interrupting anything?”

Applejack’s jaw worked in a chewing motion, such that Fluttershy half-expected to see a cattail reed appear in her mouth. Bringing one arm around, Applejack tipped up the brim of her hat with her thumb, revealing the sparkle of her emerald eyes. She nodded at a standard student’s desk chair on Fluttershy’s side of the table.

“Nope,” Applejack replied. “Wouldn’t have called you here if you were. Have a seat.”

The shortness of her professor’s words poked at Fluttershy’s heart like needles. On eggshells now, she picked her way deeper into the room, sunk down into the chair, and checked three times to be sure her posture was as prim and proper as she could make it. Eyes front. Knees together. Back straight. Skirt smoothed. Chest out. Hands in her lap. Wait to be spoken to.

Applejack nodded towards a small stack of books at the corner of the desk. “Ain’t gonna do much good to mince words, so I won’t. I found somethin’ I think belongs to you, sugarcube, but I figure you wouldn’t want me returning it to you in the middle of class.”

Fluttershy might have gotten giddy over the use of a pet name by her favorite professor, had she not been well aware that Applejack used that moniker with nearly every student she spoke to. The use of the word ‘sugarcube’, coupled with a gregarious accent, was the typical meme the student body employed whenever their gripe sessions about the faculty and the harshness of student life got around to Professor Applejack.

Fluttershy’s heart did skip a beat however, or perhaps two, when her eyes fell upon the pink spiral notebook with the images of butterflies on it that rested atop the stack of books on her professor’s desk.

“That...” Fluttershy blanched and felt a sensation like cold water pouring down her neck. “I-is that...my...”

Applejack wasn’t making eye contact. She calmly removed her hat and Frisbee-tossed it to a perfect ringer upon the coat rack. In the subdued light, Applejack’s scruffy mop of harvest gold hair looked as pale and otherworldly as the long, tight braid that she had been imprisoning her hair in ever since she became a teacher.

“Well, that’s good at least,” Applejack replied. “I thought for a minute that you might try to deny it. Then I’d have had to tell you about the name written on the inside, and how much I don’t care for dishonesty.” She raised a brow, “Y’all know how much I don’t care for dishonesty, right?”

Fluttershy nodded weakly.

“Mmhm,” Applejack pulled her legs from the desk and sat up properly as the retrieved the spiral book from the pile and plopped it down on the desk top. “So this here’s your book then?”

“Y...yes ma’am...” Fluttershy swallowed and began to babble, “I...I swear I don’t know how you ended up with it! I-it went missing a few days ago and I thought maybe it was just under my bed or something--” She gasped, “I-I mean, um...no not under my bed, eh heh heh, w-who would put something like that under their bed...maybe it was in a closet or something, I thought, and--”

Applejack cut her off, “Think maybe you might wanna tell me about what I found in this here book?”

Fluttershy’s sun-yellow cheeks erupted with the flow of crimson embarrassment. No longer able to meet her professor’s gaze, she took to looking in any direction she could without moving her head. “W-well that is...um...i-it’s...art?” She ventured. “I...I’ve been thinking about it this semester and...I think I might want to go to an art school when I graduate, s-so...I need, um...practice?”

Applejack pursed her lips. Looking rather droll, she considered her student’s response, a single brow arching again above her left eye. Finally she reached out and tapped the book with her finger. “I wanna know somethin’ before we talk any more about this here book.”

“Y-yes?”

Applejack went on, “That chemistry accident back in the fall. You were in that class, weren’tcha?”

“Yes ma’am,” Fluttershy replied crisply, grateful for at least one question that was simple to answer.

“You did listen to your teacher in class afterwards, right? And there ain’t no way you missed all the fliers?”

“Yes ma’am, a-and no ma’am,” Fluttershy squirmed in her seat and tried to answer both questions at once.

Applejack’s expression morphed from interrogation to honest concern. Her brows peaked and she tilted her head, frowning slightly. “Have you been feeling...funny, since then? And maybe you were too shy to say anythin’ about it?”

Fluttershy reached behind her flowing pink locks to sheepishly scratch the back of her neck. “I...well...”

Applejack continued to lead the witness. “Last semester I caught you lingerin’ after school. I remember y’told me you were going to the bathroom, but it was four hours after class. Then y’told me you were takin’ care of the flowers, but I happen to know we have a gardening club at this school, and even though it’s only got maybe four students in it, they do a pretty good job in the greenhouse. Thing is, you ain’t one of them.” Applejack rested her elbows on the desk and steepled her fingers, “Since then I’m pretty sure I’ve seen you leavin’ school three or four hours after class, all by yourself, about a dozen times at least.”

“I-I was in the bathroom!” Fluttershy insisted. She slapped her hand over her mouth when she realized such an explanation would do her no good.

“Mmhm,” Applejack nodded, “I know you were. Cause you were always coming out of the same hallway, and there ain’t nothin’ in that hallway but a couple lockers and a restroom. And that ain’t where your locker is.”

Fluttershy faltered and turned her attention to her twiddling thumbs, regarding them as if they had suddenly become fascinating.

Applejack sighed and softened her tone. “I ain’t yellin’ at you, sugarcube. But that concoction they accidentally mixed up in the chem lab is dangerous, and if it had an affect on you, I gotta make sure you’re okay. So I’m gonna have to ask you...” She paused, “Have you been...fiddlin’ around, in that restroom?”

Fluttershy bowed her head. With her hands wringing the pleats out of her skirt and her loose hair draped down her shoulders to either side of her head, she surrendered to a miserable nod.

“...y-yes ma’am...I-I’m sorry, I won’t do it ever again...”

Applejack shook her head, “I don’t think I can believe that, Fluttershy, but I know it ain’t your fault.” With that, Professor Applejack reached into the drawer of her desk and retrieved a stoppered beaker, filled to the four-ounce line with a deep sapphire liquid that glinted even in the muted light. She sat it on the desk. “This here’s the antidote. Your head’ll clear up once you take it, and that’ll be that.”

Fluttershy sat back and stared dumbly at the blue liquid. It bubbled once - she couldn’t be certain, but she thought the bubble that rose from the liquid resembled a broken heart, until its short life ended in impact against the cork.

Of all things, Fluttershy put three fingers to her lips and softly giggled.

Applejack squinted and rubbed her chin in confusion. “Now that’s about the last response I expected, when somebody’s finally understanding what you’re going through and offering to help you out of it.”

“N-no it’s just,” Fluttershy’s stammering became whimsical, “I have that same exact beaker in my locker. It still has three ounces left in it. I completely forgot it was even there until now.”

Applejack’s muzzle wrinkled. “Wait, what? You’re tellin’ me you have the antidote?”

“Oh, sure,” Fluttershy spoke as though the response were obvious, “I got it from the nurse’s office weeks ago.”

Applejack’s mouth hung open. She began talking with her hands in exasperation, “Well lansakes, girl! Why haven’t you just chugged the thing? I hear it tastes like old apple cider that’s ten minutes from turnin’ into pure vinegar, but you gotta drink the whole thing for it to work! What are you waitin’ for?”

Fluttershy adopted an uncharacteristically smug expression and puffed out her chest, sitting tall. “That’s not exactly true. I read about it. You can drink just a little of the antidote to lessen the effects instead of eliminating them. And it isn’t as though I drank the poison to begin with. I just breathed in the fumes a little.”

Applejack scratched her head, as if trying to manually stimulate her brain into comprehending what she was hearing. “How’d you read about it? They confiscated the book. Even I don’t know that much about it.”

“Internet,” Fluttershy smiled.

“Alright, fine,” Applejack retorted, “But tell me, why the hay would you even do that, Fluttershy? If you just drink the thing, this’ll all be over, and you won’t have nothin’ to worry about nomore.” Applejack pushed the beaker across the desk and smiled reassuringly. “It’ll be fine. It only tastes awful for a minute. Go ahead.”

Fluttershy folded her arms, stuck her nose in the air, and huffed out a single word with surprising defiance. “No.”

“No...?”

“No,” Fluttershy repeated. “I don’t want it.”

Applejack found herself with nothing to say. She glanced at the photograph on the wall that depicted herself in the same high school uniform half her students now wore. Her mind traced back to younger days. She may have graduated years ago, but she was not so far removed from her youth to not remember the emotion and biological struggle behind it.

“I...don’t understand,” Applejack finally admitted, “Why? Ain’t it hard enough just tryin’ to figure life out at your age without a monkey like that on your back?”

Fluttershy had her eyes trained on her notebook. She sat forward a bit and spoke without looking up. “It was very distracting at first,” She admitted. “Before I knew what was happening, I thought I was just turning into a pervert or something. A-and I can see how you might think that way, but you have to understand how much more in touch with myself I am now!” She nodded at the bottle of antidote, “I thought maybe I should drink it all, because that’s what everybody around me was saying I should do, but I always do whatever everybody says I should do! So I thought...I just wanted to explore it more...”

Applejack leaned back on her chair, one hand idly playing with her long, pale braid. She looked unconvinced - her expression gave rise to a sudden, unexpected spike of indignity in her student.

Before she could stop herself, Fluttershy rose to her hooves, slapped open the notebook, and pointed at the first sketch that came up.

“I made this!” She insisted, “And this! And these!” As she spoke, she flipped wildly through the notebook, indicating whatever image happened to pop up. “I-I don’t know how I can explain it, but I feel so much more...alive! I didn’t even know I was any good at art before!”

Applejack tilted her head, her eyes on the pictures as they flipped by, “Well sugarcube, there sure ain’t no doubt you’re good at art. I’ve seen photographs in dirty magazines that ain’t got nothin’ on you.”

Fluttershy went rigid and slammed her private notebook shut, leaning on it with both her hands. Her cheeks flushed a bright red. “I-I mean...it’s just...” She shut her eyes and let out a defeated sigh, withering under a thousand stares from an audience she perceived only in her own mind. “...y-you...you went through this notebook, didn’t you...”

“Uh-huh.”

“...a-all of it...?” Fluttershy ventured.

“Uh-huh.” Applejack replied simply.

Fluttershy hesitated. Deep inside, she felt her flight response rising - that inherent desire to live up to her name, that sent her scurrying back inside herself whenever the outside world scalded her with attention. It would have overwhelmed her, as it always used to do, but another force that had taken root in her psyche some months ago was also asserting itself. That other force was making one fact very plain to the young pegasus - here she was, alone in a room with the greatest object of her affections.

Applejack put her hand on the notebook as well. She tugged slightly at it, but not enough to wrench it free from her student. “There’s one thing I wanna know, Fluttershy.” She paused, “Well, two things, really.”

Fluttershy dared to look up, but only just so. “Y-yes...?”

Applejack tugged at the notebook again, but waited patiently for her student to relent. Fluttershy did so, and soon Applejack was paging casually through the book.

“This here-”

Applejack pointed at a beautifully realistic sketch of Fluttershy, on her knees by a row of lockers, pleasuring an organ Professor Applejack should not have.

“And this-”

The next image was one of Applejack alone. Naked and sitting in a wooden wash bin in a farm setting, her toned, muscular femininity was broken up only by the proud, erect head of an orange penis peeing up from the surface of the water.

“And this here-”

Applejack indicated a sketch of Fluttershy, her blouse pulled up to expose her naked breasts. Applejack was standing behind her, cooing into her ear while openly groping her student’s chest. Fluttershy’s hand was gently stroking a curved, equine erection, emerging from the fly of Applejack’s slacks.

Fluttershy touched two fingers to her lips and blushed deeper, but she did not curl up into herself. “Wh...what do you want to know?”

Applejack suddenly looked uncomfortable as well. She squirmed in her seat in a way Fluttershy was not used to seeing, and her words were surprisingly subdued.

“...how’d you know, Fluttershy?”

Fluttershy blinked and looked up in confusion, “Know...what?”

Applejack took a resigned breath and placed one finger on the penis in the final picture. “How’d you know I ain’t normal?”

Fluttershy swallowed and quickly worked out what her teacher was alluding to. “...y-you...you have a...?”

It was Applejack’s turn to blush. “Uh-huh. And before you ask, I dunno why. Seems to pop up every couple of generations in my family.” She chuckled, “I guess maybe my classmates back when I was your age teasing me about bein’ inbred might have had some merit to it after all, heh.”

Fluttershy looked hurt. “Don’t say that! You’re not inbred!”

Applejack laughed lightly, waving off the comment, “I know sweetie, I know. But it’s still the derndest thing. What I don’t understand is, how do you know about it? It ain’t like I go around chattin’ everybody up about my extra boyparts.”

Fluttershy placed one hand delicately on the corner of the desk. She ran her fingers over the solid wood, using the slight movement as an excuse for something to place her attention on. “...I didn’t. I...I...”

Applejack could see her student’s distress. She took a chance at completing the thought, “You came up with it on your own, and this here’s what you think about when you’re...explorin’, ain’t it.”

Fluttershy nodded more times than necessary. “...mmhmm.”

Silence ensued for several minutes, broken up only when Applejack took a verbal hammer to it-

“Now for the second thing I wanna know.”

“Y-yes?”

Applejack flipped idly through the notebook again. Not every picture involved her, but most of them clearly did - from a solo image where she had on a 19th century showgirl outfit and was beckoning the viewer to her erection, to a blatant depiction of her pushing Fluttershy up against a wall and taking her from behind.

“I get that you feel as though the poison made you more...expressive,” Applejack asked, “But is this here infatuation with me because of it too?”

“N-no!” Fluttershy slammed her palms down on the table, upsetting the notebook and jostling it to a new page. “That’s not it at all! I always, um...always...liked you, Miss Applejack! J-just I can express it better now!” Her chest was heaving with excitement, and she spoke through it, “I-is that...is it really so bad that I don’t want it to end...?”

Applejack looked thoughtful. She glanced down at the notebook, which was now open to an image of Fluttershy, by herself. The young pegasus was sprawled out on her bed in her underwear, her face twisted with imagined coitus as she dug at herself with a hand shoved in her own panties.

“I ain’t a phys ed teacher,” Applejack explained, “And I reckon I ain’t been in the locker rooms since I was a student here. Ain’t never seen this much of your body before, Fluttershy.” She tapped the picture, “Is this what you really look like under there?”

Fluttershy bit her lip, “...I have a mirror on the ceiling in my room. I made up an excuse about it to my mom and dad, but the real reason is...I...” she swallowed again, the knot in her throat thickening, “...I like watching myself. I drew that after I was...um...thinking about the stuff that happens in the other pictures, one morning.”

Applejack had heard enough, and among the explanations was the one thing she wanted to confirm most - that Fluttershy’s infatuation with her was not a mere symptom of the affliction she claimed to control. Applejack nodded at the sapphire beaker one more time.

“Ain’t nothin’ I can say that’ll make you drink that?”

Fluttershy defiantly shook her head. “No. U-um, I mean, no ma’am.”

Applejack drummed her fingers on the desk. “I’ll tell you a secret, sugarcube. Truth is, I ain’t the happiest professor that ever toted a slide rule.”

“Ma’am?” Fluttershy queried, confused by the sudden tangent.

Applejack snerked and began to explain herself. “Now, don’t get be wrong. I went into education and I’m happy every day that I get to enrich all your lives. But the truth is, Fluttershy...I miss my hat.”

“Your hat?” Fluttershy glanced at the accessory, hanging smartly on the coat rack next to the mirror.

“I don’t mean that literally,” Applejack explained. “I mean what it represents. Ain’t many folks in higher education around these parts who understand the kinda person I am. My roots and all that. It ain’t like they’re not nice to me anyway, but I’m...lonely, Fluttershy. I eat TV dinners every night and fall asleep to reruns of television shows from forty years ago. I’m happy to face my day, truly I am, but when the sun goes down, well...I suppose I don’t know what to go and do with myself. I ain’t got a thing against folks my age around here, but I...can’t really relate to ‘em.”

Fluttershy felt embarrassed again, but not for the same reasons as before. She felt her hand laying gently over the tightly-wrapped valley between her breasts. “...um...I don’t want to be rude, Miss Applejack, but...why are you telling me this?”

Applejack rose. She was nearly half a head taller than her student, but it felt to Fluttershy as though her teacher towered over her as she stepped around the desk and nodded at the mirror.

“Look there,” Applejack instructed.

Fluttershy complied. In the mirror she glimpsed a full-length image of herself. The green accents of her white uniform paired nicely with her pleated skirt. Naked from mid-thigh straight down to her hooves, she inspected herself from the contours on her calves straight up to the butterfly clasp in her hair. Just above her head, she noticed the image of her teacher, who had come up closely behind her.

Applejack took a deep whiff of Fluttershy’s hair and placed her hands on her student’s upper arms. “You smell about as nice as you look, you know,” Applejack commented. “It’s right refreshing that you don’t cover yourself up with all those fake strawberry scents like all the other girls. I know I’m smellin’ you, that way.”

Fluttershy shrank. “I...I don’t smell...”

“Not in a bad way,” Applejack said softly. “I had to be real careful in gym class. I never took a shower when anybody else was in there. Made me late for class sometimes, but you know somethin’?”

“Y-yes? I mean no...?”

Applejack’s hands slipped down to Fluttershy’s hips. “My reason for bein’ all secretive wasn’t just because I didn’t want anybody to find out about my extra parts. The real reason was...” Applejack grinned slightly, “...because they work. And believe you me, I know what it’s like for teenage boys. Imagine what that feels like when you’re in a room full of naked, wet young ladies that don’t mind you bein’ there, and don’t know you’re checkin’ them out.”

Fluttershy exhaled and leaned back against her teacher.

“So tell me,” Applejack’s hands began to work the bottom button of Fluttershy’s blouse, “Some of those pictures you drew sure made it look like I was takin’ advantage of you. But you drew ‘em anyway. Does that mean you wish I’d do just that?”

Fluttershy, mortified, whimpered and nodded, her ears flattening, “...yes Ma’am...”

“And you know that if you told me to knock if off right now, I’d give you that notebook back, send you home, and pretend none of this ever happened, right?”

Fluttershy watched orange fingers work at her second button, “I do Ma’am...”

Applejack’s hands poised over the last button and hung there, Fluttershy’s secrets still safe under her clothes.

“Do you want me to send you home, Fluttershy?”

Fluttershy gasped as a warm breath passed over her cheek from behind.

“...no...please don’t send me home, Ma’am...”

Slowly and carefully, Applejack threaded the last button free, brushed Fluttershy’s scarf aside, and slipped her top out of the way, exposing her plump, naked yellow breasts to the air of the room. Immediately she began to massage them, testing their bounce and firmness beneath her fingers.

“Somehow I figured you wouldn’t be wearin’ a bra,” Applejack whispered into her student’s ear. “You got really perky breasts, you know that? A little bouncier than mine at your age though.” Her fingers began to knead the yielding flesh, “Softer too.”

“I’m sorry...” Fluttershy instinctively apologized.

Applejack giggled in a deep tone, “Don’t apologize, sweetie. I was complimentin’ you. I was all muscle back then. Still am, really. You’re nice and trim and...feminine in all the right ways.”

Applejack’s fingertips flicked over each nipple that capped Fluttershy’s pert breasts. The young pegasus shivered noticeably.

“How about we recreate that one picture,” Applejack suggested. She met her student’s eyes in the reflection of the mirror and encouraged her to look down at her waist, where Applejack’s slacks had begun to tighten.

Fluttershy’s heart skipped two beats. “...c-can I...?”

Applejack began to work Fluttershy’s nipples in earnest, until the two little nubs were standing hard and tall. She touched her broad, equine tongue to the nape of Fluttershy’s neck and drew it in one long drag up to her jawline, punctuating the motion with a kiss.

“Yep,” Applejack confirmed. “Go on and say hello, if that’s what you really think about while you’re watchin’ me teach in class.”

Fluttershy’s tapered fingertips hovered over the spot. She hesitated, as if she were being allowed to walk out of the throne room freely with the kingdom’s greatest treasure. Finally she felt about for Applejack’s fly, pinched it between her thumb and forefinger, and began to tug. One satisfying zippering noise later, and Fluttershy was poking at the final thin layer of cotton that stood between her and a fantasy experience she never thought possible. Again she hesitated, but Applejack chuckled in understanding.

“They’re briefs, sugarcube. You don’t have to take ‘em off to get where you’re goin’. Just feel around for the flap, pull it back, and feed me right on through.”

Fluttershy felt another long, firm lick tantalize the nape of her neck. She batted her eyelashes bashfully, but inside, she was determined not to be denied. Her probing fingers worked the front panel of the unfamiliar underwear until she found what her teacher had promised would be there. She wormed her way into the flap and parted it, but awe stayed her hand from completing the jailbreak. Fixated by the reflection of the engorged organ within, she stared dumbly at the mirror as Applejack took over, freeing the rest of her hardness for her student to see.

“Looks like she’s happy to see you,” Applejack flexed, and her erection bounced, the flared head brushing against Fluttershy’s patiently waiting fingertips. “Go on, it’s okay. She don’t bite.”

Fluttershy clumsily closed the top of her hand over her professor’s flare, gripping it as though she were grasping a baseball bat by the thick end. She grasped and released several times, testing the warmth and sponginess of the stiff organ. Applejack shuddered.

“I-is it okay?” Fluttershy asked. The reply she received was a soothing rub over her trim tummy, as Applejack’s other hand continued to knead and tease at her breasts.

“It’s just perfect, sugarcube,” Applejack grunted with approval, her twitchy penis jumping under her student’s clumsy machinations.

Fluttershy closed her eyes. In the solitude that existed behind the thin membrane of her eyelids, she let out a delicious sigh and thought of herself, masturbating with abandon in her bedroom, night after night, wishing for that which she now held in her hand. She allowed her fingers to slip down and trace over the taut flesh beneath them, caressing the cylindrical shape the way she had done so in her drawings. It occurred to her, as she gazed lovingly upon her new toy, that what she had received was still not quite enough.

“There’s, um...other pictures...um...”

Applejack took Fluttershy’s ear in her mouth, nibbled gently on it, and traced the outline with her tongue. “It’s okay to tell me what you wanna do, sugar--” She cut herself off, “...nah. I call all your friends that, don’t I. How about...Butterfly.”

Fluttershy tersely nodded her approval, her free hand rising to cup the breast that Applejack was no longer touching. She sighed with the effort and began to knead herself there.

“Well then, Butterfly,” Applejack cooed, “Don’t be afraid to tell your teacher what you wanna do. We came this far, after all.”

Fluttershy exhaled a hot breath. “...the...the picture with the lockers...c-can we do that?”

Applejack tasted her student’s neck again, savoring the flavor of the tender flesh as she elicited another sigh from her student. She took a step back, reluctantly removing herself from her young charge, and settled herself against the wall next to her filing cabinet. She grinned smugly when she saw Fluttershy casting sidelong glances at her erection from the corner of her eye.

“You can look, Butterfly. Come on over here to me.”

Fluttershy, her cheeks on fire, turned slowly. Her blouse was wide open; her scarf, still tied, rested between the valley of her breasts. Her eyes fell again upon the real thing - the actual form and contour of her professor’s girth. It was beyond the justice that could be done it by either the mirror or her own imagination.

“...oh my...”

Applejack patted the filing cabinet and let her student feast her eyes. “It ain’t lockers, but it’ll do.”

Fluttershy’s eyebrows peaked. Like a princess flying into the arms of her savior knight, she went to Professor Applejack, pressing into her and savoring the strong orange arms that closed around her. Fluttershy felt Applejack cup her chin and raise her face, until sea-green eyes met emerald.

“First kiss?” Applejack queried.

“...uh-huh...” Fluttershy meeped, “B-but I’ve practiced before! O-on...on...”

“On the mirror,” Applejack completed her student’s thought yet again.

“Yes...a-and um...maybe...maybe a teddy bear once...”

Applejack pulled her student’s face close enough for lips to brush, but then stopped. Fluttershy felt that she would do anything to continue the motion, so she offered her up the innocence of her words-

“...p-please be my first kiss, Miss Applejack...”

Applejack obliged. Tilting Fluttershy’s head slightly to the side, she drew in and claimed her student’s soft, pouty lips. Driven by eager need, Fluttershy’s lips parted instantly. Applejack’s tongue invaded her student, even as her curved erection pressed up against Fluttershy’s naked tummy.

“...mmh...”

Slipping easily into her role, Fluttershy began to suckle on the offered tongue, drawing deeply from the writhing muscle as she offered hers back in a sensual dance. When their lips finally parted, both sets of eyes were half-lidded, while both muzzles were ejecting hot puffs of air.

Fluttershy made a face suddenly and reached down to touch her stomach. Her fingers came up damp with the sheen of clear pre-seed.

Applejack smiled knowingly. “Can’t really help that when you’ve got one of these, Butterfly.”

Fluttershy stared at her fingertips. Pondering only for a moment, she closed her eyes and slipped both fingers into her mouth, suckling the male offering from them until they were clean enough to wipe off on the fuzzy fluff of her collarbone.

Applejack gaped. “...dern sweetie. I just never expected anything like all this from you.”

Fluttershy could feel her natural shyness bleeding through; she harvested it before it could take root, allowing it to mingle with the new sensation that drove her on.

“Do you still want me to take the antidote?”

“I would never keep you from it,” Applejack replied as she reached in to brush a lock of Fluttershy’s hair affectionately out of her eyes. “...but if you’re gonna straight up refuse to drink it, I can’t really argue, now can I?”

Fluttershy instinctively beat her wings once - Applejack had enough experience with pegasi to know the gesture was one of glee. She unlaced her fingers from around the small of Fluttershy’s back and placed them gently on her student’s shoulders, giving her a very light, encouraging push.

“I know which picture you’re thinkin’ of. Go on and say hello, the way you want to.”

Fluttershy let the slight pressure send her down to her knees. Finally, it was there before her - full in her vision and mere inches from the tip of her snout. She nearly went cross-eyed bringing her teacher’s lively organ into focus until the all the detail was there for her to see...right down to the little clear bulb of lubrication that rested in the slight cleft at the very tip of Applejack’s penis.

Instinct drew Fluttershy forward, until her tongue claimed the bulb and drew it inside her. She watched as the twitching erection produced another bulb for her to absorb. This time, Fluttershy wrapped her lips around the entire tip and suckled upon it like a Popsicle, pulling the wetness inside herself.

“...nngh...not bad for your first time...” Applejack muttered, “...t-take it slow now...explore, don’t choke yourself...”

Fluttershy knew her teacher’s advice was sound, but she could scarcely help herself. She was living her greatest fantasy, and the desire to give herself over to it was strong. She parted her lips further and allowed the flat tip to pacify her. She could no longer explain in words to her teacher how she’d managed to suppress her own gag reflex by making love to toys, so she had to do so get the point across with her actions instead.

Applejack threaded her fingers into Fluttershy’s lush locks and roughly stroked her head, as a cadence of guttural grunts rose from her throat.

“...nnnh...Fluttershy...dang...” Applejack panted, “If I didn’t know any better I’d...swear this ain’t your first time. Eh heh...”

Fluttershy only muttered in response. Providing her teacher with a clear view from above, she explored, reaching up with one hand to gently squeeze the fuzzy scrotum that dangled between Applejack’s legs. The squishy flesh was a new sensation - Fluttershy toyed with it, juggling the heavy testicles in their soft compartment as she made their acquaintance.

Applejack felt a churning sensation deep inside. She glanced down at her budding paramour at work, her sense of propriety giving way to the desire to sate her own loneliness. Fluttershy found a sweet spot - Applejack took in a sharp breath, but placed her palm firmly on Fluttershy’s head and began to push her away.

“Nngh...Butterf-fly...h-hold up...”

Fluttershy, whose hand had gone south to play at her own panties, glanced up. She muttered, realized the sound was incomprehensible, slipped off of her teacher, and tried again.

“I-is it...not good...?”

Applejack chuckled weakly and mussed her student’s hair again. “Trust me sweetie, it ain’t that. Just...” She glanced at the clock on the wall, “...how much time you got?”

Fluttershy stared off into space, casually making calculations while her bare breasts remained exposed to the room. “Um, my parents trust me...I told them I’m in a club...”

Applejack raised a brow. She understood her student’s reasoning, but still had difficulty abiding the lack of honesty. “You told ‘em that because you’ve been playin’ around in the restroom so many days after class.”

“Y-yes...” Fluttershy found the admission easier now. It seemed a silly thing to get worked up over, considering what she was already doing. “Besides, I’m an adult now. They...respect that.”

To Fluttershy’s dismay, Applejack adjusted her pants, and the lovely prize disappeared again behind a cotton-poly blend wall. Applejack noted the disappointment on her student’s face. She bent slightly, smiled, and offered Fluttershy her hand.

“Not here,” She explained. “Come on back to my place. It’s more comfortable there.”

Fluttershy hesitated. She sat staring at the offered hand, her mind considering the possibilities.

“Well...y’don’t have to, of course,” Applejack appended, “But I sure wouldn’t mind some company, if you know what I mean.”

Fluttershy slowly slipped her hand into her teacher’s. She pulled herself up and allowed Applejack one more glance at her lovely breasts before she began to work her buttons closed. Fluttershy’s smile was serene, and she basked in the attention of her professor as though she had just been rescued from some distant, ivory tower.

“...I’d love to,” Fluttershy managed to admit.

Applejack retrieved her Stetson, planted it firmly on her noggin, and drew her fingers dramatically across the brim. She moved to the desk to retrieve her bag, paused, and turned back to Fluttershy, the spiral notebook held out to her.

“This here’s yours,” Applejack grinned. “Guess I’m your first art fan. Go and get your stuff and meet me in the back parking lot in ten minutes.”

Despite the distant threat of storm clouds, the setting sun painted a spectrum of reds, oranges, and violets across the sky. Bathed in its many colors, Fluttershy trotted down the breezeway with her wings outstretched, her steps so light her hooves barely touched the floor.

House Guest

Fluttershy’s ears swiveled towards the sound of her school bag as it flopped down against the linoleum tile of a mud room that was barely large enough for a single adult to stand in. She instinctively wiped her hooves on the receiving mat and reached out to grab a clean white towel from a nearby rack. The weather had gone south, and the squall was merciless during the few seconds she was forced to strafe through it. The moment she was told about the towels, she grabbed one and draped it over her head to wring herself out.

Applejack, who was slightly less concerned about befouling her own living space, already had her Stetson on a hook and was standing in the center of the living room with a towel around her neck. Somewhat amused, she entertained herself by watching her student futz with white clothes that were already sticking to her and hugging her form in revealing ways.

“...I should have worn a bra today...” Fluttershy muttered. Applejack could tell the young pegasus wasn’t actually complaining about the revealing dampness, given that she had an arm over her breasts and was coddling them with a slightly pained expression.

Applejack couldn’t help a little smirk, “Can’t say I much care for runnin’ without one on myself, neither. But you didn’t have to sprint up the stairs like that.”

“Y-you’re one to talk!” Fluttershy blurted. The moment she finished speaking, she glanced between her chest and her teacher’s, feeling instant mortification for the implied comparison. “I...I didn’t mean...uh...”

Applejack laughed the comment off and returned to undoing some of her buttons. “Aw don’t worry about it, sweetie. I ain’t the boob-envy type.” She glanced down at her chest and shamelessly poked at her shirt, “Truth be told, I don’t really want big old bouncy breasts anyway. It’d play hell with my workouts.”

Fluttershy began to feel self-conscious. She glanced down at her matted blouse, and traced her fingertips across the peaks of her chest. “W-well...it’s nice you say that, actually...” She said softly, “This probably sounds really conceited but...high school girls can get really jealous and mean when you have, um...you know...” She dropped her volume even more, “...bigger boobs than they do...”

Applejack frowned as she recalled her own days in school. She couldn’t say she’d never chided another girl for the size of her chest, and now, she suddenly felt guilty for it. She indicated the rest of the room with a wave of her arm. “Well, why don’t you make yourself comfortable and I’ll get us a snack, huh? I bet you ain’t had a thing since lunch break.”

As if on cue, Fluttershy felt a rumble in her stomach that quickly became audible. The room she stepped into was a comfortable collaboration of hard wood and posh carpets, with an open floor plan and a reasonably up to date electronics. However, aside from a few books and photographs of family set upon the shelving units, the whole place seemed oddly dry. Its occupant appeared to have little inspiration to decorate.

Fluttershy stepped over to a black leather couch and drew her hand across the back of it, testing the material under her fingertips. Nearby she found a matching recliner and loveseat that formed a U-shape around the wall-mounted television, with a coffee table in the middle. She fiddled with her skirt as she watched the rain pelt a third-story fire escape outside a large window.

“Um, my clothes...” She mentioned. “I shouldn’t sit on your furniture like this...”

Applejack’s smile congealed into something cozy. She closed the distance in two great strides and wrapped her arm around Fluttershy’s small waist, boldly making a show out of smelling her student’s hair.

“You do still want this, right?” Applejack inquired with more confidence this time.

Fluttershy shrank a little in her teacher’s powerful grasp, but nodded. “...yes...”

Applejack lowered her voice to a whisper, and nodded to a nondescript door in one corner of the room. “Laundry’s in there. Go put your clothes in the dryer. They’ll be done by the time we are.”

“What...what will I wear...?”

Applejack grinned. “Reckon I don’t have anything that fits you, Butterfly.” She slipped away and made for a door on the opposite end of the room. “I’ll get us something to snack on. Back soon.”

Fluttershy understood the implication. She found herself alone in, of all places, the private chambers of the one person she wanted a private moment with most of all. For a time she did not move, save for the flicking of her ears in response to the patient pattering of the rain, and the vain flop of her tail base against the water weight that dragged it down. In her mind’s eye she was on the couch with her teacher...and in the loveseat...on the floor...and up against the wall. Everywhere in the room, she conjured up images of what could end up happening in the next few minutes.

Fluttershy glanced down at her uniform. It clung to her, sending the wrong kind of shivers through her body whenever she moved in it. The young lady she had been a few months ago could never have come this far, much less make the decision she was about to make.

It had to be perfect. This was her dream.

The blouse slipped from her shoulders as though it were made of the water it was saturated with. Her skirt came next, as she released the single button that kept its hem suspended above her waist. Finally, she hooked her thumbs under her panties and stepped gingerly through each leg hole, one at a time.

Fluttershy scampered off to the laundry room, dumped her garments in the dryer, set it for an hour, and closed the laundry room door again before she could as much as consider her nakedness.

She glanced down. Draping a hand over her breasts, she took a deep breath, steeled herself, and let go of the doorknob behind her. She could scarce remember a time when she had been naked in an unfamiliar place that was not a doctor’s office. Traipsing about the room without her protection from the world felt like wandering, bewildered, through a dreamscape. Baring herself completely to Applejack’s living room, she felt as though she could detect every movement of the still air on her skin as she passed through it, and hear every tuft of her hooves on the rug. She smiled as she lowered herself onto the couch, and took to stroking the leather once again, just to feel its smoothness under her palm. Among the many advantages of her “affliction” was a heightened sense of awareness that allowed her to appreciate her surroundings on an entirely deeper level.

“Can pegasi really sit on clouds?” A voice broke Fluttershy’s reverie, “Cause you look so dainty like that, I’d just about believe it right now.”

With a slight gasp, Fluttershy raised her eyes to find Applejack returning to the room. She had a small tray balanced on one hand with such perfect poise, Fluttershy imagined that her professor had prior experience with waiting tables. The tray was set with two glasses of iced tea and an assortment of biscuits - Applejack had even gone as far as to drape a small towel over her arm in the manner of fine dining servers. Fluttershy’s professor eyed the tray herself, and shrugged sheepishly.

“Heh, sorry. Ain’t been to the store in awhile. Can’t say I knew I’d be havin’ company, neither. So it’s hors d’crackers for us I guess.”

Fluttershy did not respond. Her eyes were wide and fixated somewhere below the tray - it didn’t take long for the professor to realize that her student was checking out the fullness of the organ she had only glimpsed before. Applejack too was stark naked, and her chiseled, yet still female musculature was stark contrast to Fluttershy’s soft curves.

Applejack stood still to let her student have a look.

“Yanno, I’m usually alone around here,” She finally began, “and I don’t much see the point in wearin’ clothes if I ain’t either cold, or got somebody to stand on ceremony for.” She tilted her head, “Does it bother you?”

“Oh?” Fluttershy snapped back to life, “O-oh, no! Not at all! I just...I wasn’t expecting...” She bowed her head, “I’m sorry...”

Applejack chuckled and sat down on the couch, placing the tray on the table before them. Her long, tight braid coiled around her back and ended up at rest in her lap. She reached out and began to stroke Fluttershy’s yielding thigh, the sparkle back in her emerald eyes.

“Ain’t nothin’ to be sorry about,” She insisted. “I’m more comfortable like this anyway.”

Applejack caught her student staring again, higher this time. She glanced down, trying to pinpoint what was so interesting.

“I told you my boobs ain’t much to look at...”

“N-no, it’s just...” Fluttershy seemed captivated, “I...didn’t think you’d have freckles on them. I never drew anything like that.”

“Oh?” Applejack inspected the flecks of white that speckled the swell of her chest. “Oh, heh. Right. I plumb forget about those sometimes,” She smirked, “Guess undressin’ me with your eyes is only so accurate, huh.”

“...I like them,” Fluttershy muttered. “They suit you.”

Applejack took up a glass of tea and sat back, her legs quite purposefully apart, with one arm draped over the back of the couch. She sipped silently from her drink, leaving her student to explore with her eyes.

Fluttershy’s hand hesitated for some time, but she finally brought it to bear, lightly stroking her fingertips down her teacher’s body from chest to just above her maleness. It was as if she weren’t entirely sure Applejack was real, until the elder professor chimed in-

“See somethin’ you like, sweetie?”

Fluttershy blinked once again back to life, jumping slightly this time. She looked around as if she’d forgotten where she was - her cheeks deepened, and she snatched up her glass in both hands, taking a long drag from the straw until more than half the glass was empty.

Applejack reached out to soothingly stroke Fluttershy’s naked back. “Relax. I don’t bite. Unless you’re into that sorta thing.”

Fluttershy glanced around quickly until her eyes fell upon a hairbrush on a small end table next to the couch. She took it up and whirled on her professor, blurting in a near manic tone-

“C-can I brush your hair!?”

“Eh?” Applejack considered the request, phrased almost like a demand. She tilted her head and shrugged - nobody had offered to do such a thing for her in ages, and she appreciated the soothing appeal of the act. “Sure ya can. Here-” She sat up and scooted out to the edge of the cushion, leaving ample room for her slightly-built student to creep in. Fluttershy scurried behind her professor, and Applejack soon felt fingers undoing the tie that bound her long queue.

Applejack grabbed the remote and clicked on the television, which came alive with the same news channel she had fallen asleep to last night. She sat in silence, the flickering blue glow of the TV casting its complimentary light upon her orange limbs, until she felt the teeth of the hairbrush massaging her scalp. She closed her eyes, let out a breath...and inadvertently grunted when the brush found a tangle.

“S-sorry,” Fluttershy whispered.

“It’s alright Butterfly,” Applejack replied. She sighed with relaxation when she felt her hair flap out over her shoulders, freed entirely from its bonds and pampered by the strokes of the brush.

“You have such lovely hair,” Fluttershy marveled as she worked the brush, “It’s a shame you keep it tied up so tightly all the time.”

“It’s just easier to deal with that way,” Applejack stated dryly.

“Why don’t you just cut it off then?” Fluttershy mused logically. “Though, that would be an awful shame...”

Applejack smirked. “It reminds me I’m a girl, Fluttershy. And I know, boys can have long hair too, but, well...I dunno.” She rolled her eyes to the ceiling in thought, “Just sorta makes me think of my old granny brushin’ it for me when I was half your size, way back when.”

“Oh...sorry...” Fluttershy trailed off.

For a time, it continued that way - Fluttershy worked her teacher’s hair back into a luscious bounce, while Applejack perused bland news stations, learning more than she wanted to know about political affairs in faraway lands. Eventually the brushing sensation ceased, and Applejack felt Fluttershy’s ample breasts moosh against her back. Her student’s warm breath graced the back of her neck - she glanced down to find two delicate, yellow hands worming slowly around her waist.

“...mmm...” Fluttershy whispered, “...you smell really nice, Miss Applejack...”

Pleased that her student had found her stride, Applejack laid a hand over one of Fluttershy’s, stroking the back of it. “Ain’t had a shower since this mornin’. I ain’t dirty, but I bet I’m a might musky by now.”

Fluttershy took a deep breath, allowing the husky scent to coil around her easily-coaxed nerves and attach to them. “...i-it’s...just lovely...”

Applejack lifted Fluttershy’s limp wrist. Parting her legs again, she placed her student’s hand on her soft scrotum. Applejack repeated the process with Fluttershy’s other hand, placing that one upon the fleshy sheath that housed her masculinity. Again she waited quietly, until Fluttershy took up the initiative and began to play with the new toys under her touch.

Applejack twitched.

“...oh...it moved...” Fluttershy muttered into her teacher’s back.

“Mmhmm,” Applejack said, enjoying the new show far better than anything on TV. “It’s gonna be inside you soon. Figure you ought to get to know it a little better.”

Fluttershy shivered with glee at the foregone conclusion.

“You a virgin, Fluttershy?” Applejack asked.

“...y-yes ma’am,”

“Mm, I guess that ain’t the right question,” Applejack tried again, “You still got your hymen, sweetie?”

“Oh, um...n-no...I...I use toys...”

“Good,” Applejack said simply. She watched her flaccid length grow into stark relief against the glow of the television. It stirred in her a desire to put aside the gentleness she had been showing up until then. “Got your period recently?”

“...it ended earlier this week, ma’am...”

“That’s good too,” Applejack said calmly, enjoying the feel of poet’s fingers over her stiffening girth. “Cause you’re gonna have a nice present to take home with you tonight, and that’s a fact.”

Electrified by the words, Fluttershy rested her chin on Applejack’s shoulder and watched the happy penis in her grasp, as it twitched and throbbed past the point where a simple tease would do. Eager now, she kept up her stroking and leaned in to pepper Applejack’s cheek with butterfly kisses.

“I saw all your pictures, remember,” Applejack cooed without moving, “Show me how much you want me inside you, Butterfly.”

Fluttershy let the heightened instinct borne of her condition take control. She rubbed her soft body up against her teacher’s back, caressing Applejack’s testicles lovingly as she slowly pumped the thick shaft in her grasp.

“...nmh...M-miss Applejack...” Fluttershy made her best attempt at dirty talk, “...I...um...w-want you so much...”

Finally, Applejack broke her student’s grasp and scooted away until she was sitting next to Fluttershy again. She took her student’s hand and ran it over the ridge of her erection one more time, savoring the promise of more.

Applejack’s head tilted, and she took on the air of an instructor again. “Show me what you do when you’re thinkin’ about me,” she ordered. “You’re gonna let me watch you, so whenever you see me in the hallway, you’ll know that I know every inch of your body, and what you do with it in private.”

Fluttershy’s eyes widened. She glanced behind herself to find ample room on the long, cushy couch to lay back. “R...right here?”

“Mmhm,” Applejack hummed, her lip pulled back in what Fluttershy thought was an irresistibly authoritative smile.

For an instant Fluttershy faltered - considered the implications of playing with herself right in front of the proverbial apple of her eye. She had done it scores of times while being watched by her professor’s imaginary equivalent, but it was real now. Real, frightening...and the chance of a lifetime that she would not let her inner trepidations ruin.

With her eyes never leaving Applejack’s, Fluttershy laid back until her head was resting comfortably on the arm of the couch. She ran her hands over her body, groping her own breasts while tracing the flatness of her tummy and the curve of her hips for her teacher to enjoy. Feasting her eyes in turn upon Applejack’s fantastically chiseled body and stiff, waiting girth, Fluttershy found that one of her hands had stopped moving - rooted to the spot, her fingers were pinching one nipple to life, while the other gradually bloomed in tandem with its mate.

“...mmn...”

Fluttershy never noticed her eyes lidding, nor did she feel the fire in her face as her free hand crept down to the cleft between her legs. Shamelessly she spread her thighs wide, offering her teacher an undeniable view as her fingers chanced upon her already engorged button. Fluttershy probed herself, coating her fingertips in the natural lubrication that facilitated breeding.

Applejack made a show of resting her arm on the back of the couch again, giving her posture a casual overtone. She wrapped her hand around her erection and slowly teased herself, wiping her finger over her tip in order to spread her own clear lubricant over her flare and down her foreskin. She could feel her tail curling around the opposite arm of the couch as she watched Fluttershy’s come to life, twitching futily from its pinned position under the pegasus.

Fluttershy spun her fingertips over her button until the force of the electricity coursing through her caused her to bite her lip. Ever since her experience in the chemistry lab months ago, there had been no such thing as ‘mediocre’ stimulation. She rode the wave of pleasure, allowing it to carry two fingers into her blooming flower that immediately bent to dig at the roof of her channel.

“...o-ohh...umm...”

Applejack thought the noise to be one of passion, but the final syllable let her know what Fluttershy was trying to speak. Never taking her hand from her penis, she replied, “Hm? What?”

Fluttershy’s wings were fidgeting - complaining as they attempted to extend from under her back. She continued to rub herself and steal her own words with gasps as she tried to indicate something behind the couch with no more than a nod of her chin. Applejack glanced in the indicated direction. There was nothing beyond the back of the couch but the front door, the tiny mudroom, a coat rack, and the patiently pelting evening rain.

Applejack’s eyes fell on the coat rack. She grinned.

“Oh...I see...that’s what you want...”

Applejack rose from the couch and vanished behind it, out of Fluttershy’s field of view. When she returned, she loomed over her student, naked and strong, with freeflowing blonde locks and her penis displayed proudly Upon her head was her Stetson hat, the brim perfectly tipped to sit at a sensual angle on her brow. Applejack stood beside the couch, watching her student masturbate openly.

“You want to ride like a cowgirl, don’tcha.” She teased.

Fluttershy mewled in the affirmative. She planted one hoof on the cushions, bending her knee towards the ceiling, while her other leg dangled off the front of the couch. Her breathing went shallow and quick, her eyes fixated on the twitching girth just inches from her face.

Applejack scooted forward. “Go on...that’s right...” She encouraged. “Take it in...”

Fluttershy parted her lips the moment Applejack’s deep, ginger-colored tip poked at them. With a satisfied moan Fluttershy took her teacher into her mouth, gratefully accepting the penis that stole her words and pacified her. When she was buried in her student’s throat nearly to the hilt, Applejack whistled.

“Well, you been practicin’ aint’cha,” Applejack observed, “No gag reflex or nothin’, and you even know to straighten out your neck.” As if favoring an obedient dog, Applejack reached down and stroked Fluttershy’s perspiring brow. The piercing emerald of Applejack’s eyes bore into Fluttershy, claiming her attention as her teacher began to pull back, and then slip herself in again.

“That’s right...” Applejack encouraged as she placed her hand on Fluttershy’s head to control her movements. “...put on a good show for your teacher, Butterfly. Be good an’ get me ready. Pretty soon I’m gonna be down there, deep inside you...fillin’ you up with some fresh appleseed...”

Fluttershy could only grunt in response. Her wings wormed their way out from under her and extended outwards, her primaries stroking Applejack’s leg as she bathed her teacher’s erection in the swirling embrace of her tongue. She accepted the pace of the invader, allowing Applejack to maximize her own pleasure by thrusting in and out at her own speed and chosen depth. Fluttershy’s penetrating fingers numbered three now, and her hips bucked against thin air, her body greedily begging for more depth than she was capable of providing on her own.

Applejack made herself at home in her student’s maw, helping herself to the view of Fluttershy’s naked torso as the young pegasus groped her breasts roughly, while bucking against the inadequate penetration of her own fingers. A persistent shiver rose throughout Fluttershy’s body - she shut her eyes tightly against it, but was careful not to bite the offering in her mouth as her familiar fingers sang across her flower.

Applejack reached out with her other hand to play with one of Fluttershy’s nipples. “Cummin’ already, huh?”

“...mmnnghh...”

With a controlled grunt of her own, Applejack calmly watched Fluttershy’s first orgasm of the evening contort her body. Applejack pulled herself entirely out of her student, just to savor the enjoyment of listening to the young pegasus cry out her name in the throes of release. Applejack waited patiently for Fluttershy to catch her breath, and then gingerly prodded her cheek with her bulbous cockhead, painting the yellow fur with a mixture of pre-seed and Fluttershy’s own saliva.

Fluttershy’s burning need could not be satisfied with a single release. She licked the playful penis and began to move her fingers between her damp thighs again, but Applejack took her hand and pulled it away.

“Nope,” Applejack stated plainly. “You can’t have all the fun, Butterfly. It’s time to give up your nice fertile fields for planting season.”

Fluttershy cooed. She attempted to pull herself up, but her gelatinous limbs failed her. There was a sudden wrenching sensation - she yelped, confused, until her mind registered the sensation of a two well-toned arms; one beneath her back, and one under her knees. Together, they lifted and held her aloft above the couch.

Applejack swept her light student easily up and gathered her close, favoring the young pegasus with a playful peck on her forehead. “Couch is for fallin’ asleep all alone,” She commented, “There’s better places to sleep with a friend.”

Fluttershy’s smile over being called ‘friend’ by her teacher was honest and pure. As Applejack strode away from the news and into the back hallway, Fluttershy leaned in to press her ear to her professor’s chest.

“Mmm...I can hear your heartbeat...and feel it too...”

Applejack carried Fluttershy into a bedroom that was as orderly and spartan as the rest of the apartment. Fluttershy scrambled to pull back Applejack’s cozy, homemade quilts the moment she was set down upon them.

“Your house is so...um...”

“It looks like I ain’t plannin’ to stay long,” Applejack finished the thought, “Don’t it.”

Fluttershy knelt in the center of the bed, naked as the day of her birth, with a worried hand partially obscuring her mouth. “...a-are you...”?”

Applejack slid onto the bed and up beside her charge. “Nah. It just...don’t feel like home,” She admitted. “Ain’t sure what to do about that.”

Fluttershy grinned sheepishly as Applejack began to kiss at her neck, “I-it just needs...the right touch.”

“Mmhmm,” Applejack agreed between smooches, “Guess you’ll just have to come on over and help your teacher out with that a little more often.”

Fluttershy’s desire began to reignite. She gasped, propping herself up with one arm to avoid being knocked over by the muzzle buried in the crook of her neck. “I...I’m gonna graduate s-soon...” She whispered, “...I won’t be your student then...”

Fluttershy felt arms close around her as her teacher pulled her close. The knowledge that Applejack had a grip far too strong for her to ever break was exciting.

“When that happens, you’ll need a new excuse,” Applejack sang softly into her student’s ear. “I live way closer to the local art college than you do. So it’d be totally practical for you to move in with me.”

Fluttershy rolled with the undulations of Professor Applejack’s probing tongue. She reached around to the back of her teacher’s head and gently pushed on it, begging for a hickey.

“...ohh...y-yes...j-just like that...”

For approximately three seconds, Applejack considered sparing the tender flesh where Fluttershy’s neck met her collarbone. She then buried her lips deeply, suckling hard - gifting her student with a mark to look at in the mirror the next time Fluttershy played with herself.

Fluttershy felt herself melting. To her dismay, the cozy grasp soon released her, and she collapsed immediately down onto all fours when she was set free. From the mattress, she simply watched as Applejack removed her hat, sat it on the night stand, and lay back in bed, two pillows stuffed under her head for support.

Fluttershy lost herself quickly in appreciation of her teacher’s hard body. Her eyes took the scenic route over Applejack’s collarbone, past the modest, rolling hills of her breasts, and down her tight tummy, until she came to the sight she most wanted to see. Applejack’s deep, burnt-orange erection stood tall. Still wet with love from the living room, it bounced once, demanding the pleasure of releasing its seed inside its chosen mate.

Applejack stroked the back of one of Fluttershy’s hands. She traced her student’s knuckles, but spoke only with the wry smile on her lips and the sly look in her eyes. She was beckoning with something sweet - something a butterfly could never ignore.

Wings outstretched, Fluttershy slipped one leg over her teacher and straddled her. She reached down to caress Applejack’s erection in both her soft, small hands. She pressed it to her tummy, felt it twitch again, and closed her eyes in an attempt to take the edge off her giddy glee. She beat her wings again, lifting her body slightly as she pictured herself soaring above the clouds, circling towards her perch like a bird...

Fluttershy failed to bite back a cry as she felt her teacher’s flare pop into her, carried along by mutual lubrication. It was not the first time her channel had ever been invaded - but it was the first time that the invader had been anything more than a toy.

Twitching. Pulsing. Hot. Real.

“...nnhahh...o-ohh...”

Applejack watched her maleness disappear inside of her young lover. She grunted with pleasure and placed her hands comfortably behind her head, watching as Fluttershy’s hips made their first trip down, inch after inch, until they finally made contact with Applejack’s stomach. Applejack felt the hard nub of Fluttershy’s cervix poking at her tip. She grinned.

“Perfect fit.”

Applejack relaxed and put her student to a new kind of test. Fluttershy’s gyrating hips and the gripping of her engorged walls was pleasant, but wild and without rhythm. Further, her eyes were closed tightly and her face turned to the ceiling, thoroughly already lost in the moment.

Applejack reached out and placed her hands on Fluttershy’s hips, forcing them into stillness. Fluttershy opened her eyes and glanced down, a mixture of concern and reluctance on her face.

“Like this, Butterfly.”

Applejack began to move Fluttershy’s body, raising and lowering her hips slower and with more purpose. Fluttershy seemed confused for a moment - she touched her chest idly and glanced down at their coupling, until she felt Applejack’s eyes on her.

“Lookit me, Butterfly.”

Her cheeks aflame, Fluttershy met her lover’s gaze. She felt a key turn in her eyes, locking them there as she fell in with her teacher. Soon she was properly contracting her inner muscles on every release, while tightening them with each thrust.

“...mmn, always were a quick study, weren’tcha...” Applejack grunted, her erection pulsing with approval. She yanked her student’s hips sharply down while grinding up with her own, impaling Fluttershy straight to the hilt. Fluttershy gasped satisfactorily - Applejack let her student bounce back up again on her own, then grabbed her hips and rammed her down anew.

“...nghhah...o-ohh...M-miss...A-a-a....app...hahhh...”

Applejack continued this for some time - grabbing her student, plunging into her, and letting her draw back on her own, as if she were spring-loaded. Fluttershy continued to fail to string a sentence together. She was used to playing with herself and her toys, but interaction with a partner reduced her to the level of learning to fly all over again. Her knees pistoned, her hips raising quickly and lowering eagerly back into Applejack’s grasp.

Applejack felt her own control slipping. She gritted her teeth, reveling in the young flesh that enfolded her while fighting the urge to release before she was ready. She felt the silky walls all around her begin to undulate with abandon; she knew from the stiffening of Fluttershy’s wings and her heaving, crying breaths that another climax was soaring through her.

Applejack waited, breaking eye contact to enjoy the heavy bounce of Fluttershy’s ample bosom. The pegasus slowed, yet showed no signs of giving up. That was her professor’s cue.

All at once Applejack sat up, sprang forward, wrapped Fluttershy up in a bear hug, and got up off the bed, reaching one arm under Fluttershy’s thigh to keep a yellow leg wrapped around her midsection.

Applejack buried her lips into her student’s, muffling Fluttershy’s initial, short-lived shock. Fluttershy lifted her other leg on her own until her ankles were crossed over the small of her teacher’s back, just as Applejack pressed her up against a wall and began to rut her with force. Caught between sheet rock and a wonderful hard place, Fluttershy broke the kiss, wrapped her arms tightly around Applejack’s neck, and whimpered into the dusting of freckles over her professor’s shoulder.

“Ngh...nghh...hahh...hahh...o-ohh...oww...ohh...”

Applejack detected the slight wince of pain in Fluttershy’s voice. She briefly considered backing off, but her attempts to do so were blocked by the clinging pegasus attached to her body. Fluttershy’s arms and legs were all in a deathgrip, the tightness abated by the soft, quivering sensation of Fluttershy’s cheek rubbing against her teacher’s.

“...m-more...” Fluttershy whispered, “...p-please...d-don’t...s-stop...hnnhgh....”

Applejack did not disappoint.

With a feral rumble, Applejack slammed her young lover into the wall and impaled her against it, mashing her desperate tip up against the opening to Fluttershy’s womb. Joined as one, each wayward soul exploded their loneliness upon the other until it was impossible to tell where orange coat ended and yellow began. Applejack claimed Fluttershy’s ear and tugged hard as she pumped rope after rope of thick, creamy seed into her student, crossing borders she knew she could never return from.

“Nngh...damn...you’re tighter than I thought you’d be...”

Fluttershy was staring at the ceiling again. Her inner walls were still lathering the hard presence inside her with uncontrolled spasms. Despite being pinned to the wall, she was still gyrating her hips.

Applejack smiled. Despite her extra equipment, she was still a woman, and she knew what it felt like to be so deeply lost in female orgasm that it was impossible to tell where one chaining peak ended and the next began. That moment of pure climax, where each orgasm could just as easily be one massive, long release as a separate entity at all.

Fluttershy clung to the edge of the pleasurable precipice of a fathomless orgasm that represented the culmination of her heart’s desire. She found herself unable to catch her breath, until Applejack slowed and eventually ceased the ride.

“Shh...” Applejack cooed, ignoring the feel of fingers digging sharply into her back. “It’s alright, Butterfly. I’m here...”

“...ngh...haah...hahh...”

Applejack kissed Fluttershy’s forehead and smoothed her bangs back with her lips. “That good, huh?”

Fluttershy’s reply came with an affectionate hug from her silky wet channel. “...uh huh...y-you c-came in me...”

“Mmhm,” Applejack pecked her student’s lips, “An’ you were great, Butterfly.”

Applejack angled Fluttershy’s small form close to her and pulled away from the wall. She laid the naked, panting, sweaty pegasus, prone on the bed, and paused to appreciate the nubile body of one of her own students, soon to graduate and begin life anew. She then went to the nightstand, retrieved her Stetson, and turned back to the bed to make her intentions known.

“You rode like a champ. You oughtta wear the hat to go with--”

Applejack stopped. Fluttershy was fast asleep, sprawled on the bed with her flowing pink locks pooled around her. Her chest rose and fell evenly, while the tip of her tail continued to twitch - ripe with the lingering scent of arousal.

“...mmnh...M-miss Aapphle...jachk...

Applejack’s ears swiveled to catch the distant sound of the dryer beeping. The news channel was still on, and the rain was still steadily pelting the sidewalk below. She sat on the edge of the bed and played with the hat in her hands, tracing the brim and punching the inside of it. Finally, she laid the hat gently over Fluttershy’s face, and pulled the homely quilts up to her neck. She sat there for some time, stroking Fluttershy’s thigh atop the covers and appreciating the sleeping form of her charge, until she finally thought to go check on the dryer.

“Heh,” She chuckled, “tuckered you right out, all that action.”

Applejack didn’t bother looking for clothing. She stood, savored the scent of her lover on the room, and moved to the door. Before she stepped through it, she turned to favor Fluttershy with one more glance.

“Thank you, Fluttershy. Rest up, and don’t you worry. Whatever comes tomorrow, we’ll face it together.”

Applejack closed the bedroom door on Fluttershy’s distant, dreamy smile.