Plushershy

Half an hour later, Twilight Sparkle finally got bored of counting the bolts in the ceiling of her dear friend’s cottage.

Beyond the incessant chirping of the extra crickets who felt more comfortable near Fluttershy’s home than anywhere else, the only sound was the patient ticking of a clock on the mantle above her fireplace. Upon the couch, each glancing off into space in opposing directions, sat Fluttershy and Twilight. In between them, grinning slightly downwards and rearing up with a passionate erection, lived Butterscotch.

Fluttershy finally broke a silence that felt like it had persisted for centuries, her voice just barely above a whisper.

“More…um….tea?”

“Are you asking me or Butterscotch?” Twilight asked drolly, her attention not wavering back from its self-imposed oblivion.

“Oh, I’m asking you,” Fluttershy replied. “Butterscotch I think has had enough.”

Twilight glanced at the coffee table out of the corner of her eye. There were two empty cups with saucers. The teapot was no longer steaming, and neither was the full, third cup of tea sitting in between the other two.

“Gee, I thought he would like this blend,” Fluttershy mused. “It’s one of my favorites.”

Twilight was beyond trying to explain Butterscotch’s poor social skills. She turned her attention back into the fathomless void. For a moment there was nothing, but finally she spoke, her voice even-

“Fluttershy, I…I’m sorry about before.”

“Huh? What for?”

Twilight elaborated. “Well, I told you that I was proud of you for not being afraid to indulge in the things you enjoy, and for having the courage to share them with me. But I think maybe I’ve…made a mess of the evening. Maybe Pinkie Pie or Rarity would have been a better choice…”

Fluttershy grimaced. “Pinkie Pie…I love her so much, but…she’s a lot to handle when you’re new to town. I’m not sure she’s the best choice for Butterscotch right now. And Rarity, wellllll…”

“Well what?”

Fluttershy shrank. “You don’t…know?”

Twilight’s lip curled back sarcastically. “I’ve been living in Ponyville for years now, and I’m still finding out about things I ‘didn’t know’ from as far back as before I got here. What don’t I know this time?”

Fluttershy was twiddling her hooves again. “Rarity, well, she has a…” Fluttershy began talking with her hooves. “Well, one time she had this idea. She thought stallions looked cold, so she made a cozy that you can put on your…your thing. But, you know, stallion things, they don’t really react all that well to cold, so the cozies didn’t sell very well, and Rarity…she got kinda manic about it. I’m not sure exactly what happened, but now she has this collection of them stashed away, and she sort of has a thing about wanting any stallion she’s with to…you know, model them.”

Twilight blinked several times, trying to process the information. “Really?”

“Uh-huh,” Fluttershy nodded as she pantomimed slipping a nonexistent hood over an object in midair. “And I don’t know how Butterscotch would feel about that, especially since he might be too good of a model, on account of his constant…well. Besides, I already explained why I asked you to be here instead…”

Twilight noticed an object partially obscuring her view of Fluttershy’s waving hooves. She brought it into focus, and found herself staring once again at the only part of Butterscotch that was neither plush nor safe for foals. Fluttershy, noticing the stare, rested her hooves in her lap and smiled softly from the other side of the faux-organ.

“You know, Butterscotch was expensive.”

“…yeah?”

“Mmhm,” Fluttershy nodded. “I thought he was going to look…very different, but I wouldn’t spend bits like that if I didn’t think it was…you know, worth it.”

“…you…don’t say?” Twilight was still staring at Butterscotch’s happy place.

“Mmhm,” Fluttershy repeated.

“Well I…” Twilight stammered, “I wouldn’t know about that.”

Fluttershy placed a hoof over her chest, and found her heart racing. A part of her wanted to cower under her living room rug until this entire set of circumstances blew over. There was a time not too long ago where she was quite certain she would have done just that, but she knew that if she ran away now, this moment would be lost. How could she share this experience with her friend if she let that happen?

Fluttershy sat up in an awkwardly humanoid way, and dangled her hind legs off the edge of the couch, kicking them slightly.

“Would you…like to know about it?”

Twilight did not reply. Fluttershy glanced over, and found the alicorn lost somewhere in the complicated archives of her orderly mind. It was an expression Fluttershy was familiar with. Twilight was considering the situation presented to her. Calculating variables. Processing potential outcomes. Creating a mental checklist and deciding on a strategy.

Fluttershy felt strangely indignant. Somewhere in the jumble of her own confused thoughts, a single voice prodded at her like a sharp Everfree bramble, painting a depressing mental image for her of an evening wasted in actionless thought. Without giving herself time to consider her actions, she took wing, floated around the couch, drew in, and simply kissed her friend, right on the lips. It was a quick and clumsy kiss, but a kiss nonetheless.

Twilight’s eyes widened. “What…what was that for…?”

Fluttershy envisioned Twilight as a small animal in need of guidance. The mental image activated her nurturing instinct. Her smile widened.

“You looked like you could use it,” Fluttershy replied. She lowered her voice to a playful whisper and continued, “You know, I think Butterscotch knows you’re staring at his thing.”

“Wh-what? Who’s staring! I’m not staring!” Twilight flailed her forelegs and might have fallen over if not for the back of the couch. She recovered quickly, and replied in just as much of a whisper. “…do you really think he knows?”

Both ponies stared at Butterscotch, who continued to grin slyly at the coffee table.

“He totally knows,” Fluttershy insisted.

“B-but I couldn’t help it!” Twilight hissed out another whisper. “He’s just so…so…I mean it’s not like I’ve never seen a stallion’s you know when it’s in that state before, but he’s so…ample?”

“I think he can heeear youuuuu,” Fluttershy sang.

“Well, he’s sitting right next to us, and—I mean wait! This is ridiculous!” Twilight shook her head. “He can’t hear! He can’t see! He is not even a he at all!”

Fluttershy landed, worming her way between Twilight and the arm of the couch. “Isn’t he a he? I don’t know any mares that have one of those.”

“Well, neither do I obviously…”

Fluttershy placed her hooves on Twilight’s shoulders and began to gently massage her friend’s soft, feminine coat. “You know, stallion things do that when they’re happy to see you. I think maybe he likes you.”

Twilight actually blushed. “Oh…d-don’t be silly, eh heh. I’m nothing special…”

Fluttershy sat up and gently pressed her body against Twilight’s back. She rested her chin between Twilight’s ears and joined in her visual appreciation of Butterscotch.

“Oh don’t be silly Twilight,” Fluttershy cooed. “You’re very special. You worked so hard to get where you are, you’re a princess, and you’ve done so much to make us all friends.”

Twilight dipped her head slightly with the weight atop her, and took note of one of the daffodil-colored hooves stroking her shoulders. “I…I guess but…”

“Don’t you think a stallion could like you?” Fluttershy persisted. She bent her muzzle slightly and took a deep whiff of Twilight’s mane. “I like you.”

“You’re…not a stallion,” Twilight reasoned.

Fluttershy’s hoof left Twilight’s shoulder long enough to point at Butterscotch.

“Oh, but I am.”

Fluttershy’s forelegs wormed their way around her guest’s waist. She pressed her cheek up against the back of Twilight’s head and took a deep breath, taking in her friend’s natural scent.

Twilight was silent and sitting still. A blank slate.

“I…I think he likes it when you look at him,” Fluttershy muttered as her hooves began to stroke Twilight’s stomach. “So I really don’t think he would mind you staring.”

“Uh-huh…” Twilight replied absently, “He’s…just a toy, after all…”

“Right,” Fluttershy agreed, “So it’s okay if you appreciate him.”

Fluttershy lapsed into silence and let her touch speak for her. Using cues from bathing animals close to own her size, she ran her hooves all over Twilight’s tummy, sides, and chest, until finally pulling her into a close hug from behind. Twilight let out a befuddled whimper, and Fluttershy noticed the princess’s eyes still had not come off of Butterscotch’s package.

“I bet you’re thinking about it,” Fluttershy cooed in Twilight’s ear. “It’s okay, you know. I kind of hoped you would.”

Again Twilight said nothing; Fluttershy could feel the shallow rise and fall of her friend’s chest. Fluttershy paused, considering how she might proceed, until an idea struck her. She sat up high again, and scooted her chin overtop Twilight’s head until she nearly went cross-eyed bringing Twilight’s horn into view.

“…unicorns…” Fluttershy whispered, “…I heard they like this…”

Fluttershy touched the tip of her tongue to the base of Twilight’s horn. Twilight went rigid almost instantly; a stronger reaction than her companion had expected so soon. Fluttershy thought about it, and realized that just sitting still, lost in thought, might indeed be enough for a pony like Twilight to start herself up. The princess’s mind was vast. Surely her imagination was as well.

Fluttershy pressed on. She drew her tongue slowly up to the tip of Twilight’s horn, tracing the spiraled ridge that ran down the length of it. When she reached the tapered summit, she took the very tip of the horn in her mouth and gave it a suckling kiss, enveloping it in the softness of her lips.

“…nggh…”

Fluttershy let the tresses of her long mane break like waves over Twilight’s shoulders. She slid down further on the horn, following the spiral with her tongue like a road map. There was a warm sensation in her mouth, and she noticed a raspberry glow emanating from somewhere at the tip of her snout. Encouraged, Fluttershy allowed the spiral to pierce her until she was kissing the top of Twilight’s head.

Twilight’s breathing went from shallow to ragged. Fluttershy favored her friend’s forehead-spire with another deep suckle, and then slowly slipped off of her, pursing her lips tightly for the entire return journey. Fluttershy smacked her lips whimsically when she completed the trip.

“Oh my, unicorn magic really does taste kind of fruity.”

Fluttershy wasn’t sure Twilight was even capable of replying. With a genuine desire to share something new with her dear friend, she stroked Twilight’s mane and drew close to her ear, her already soft voice turning syrupy-sweet.

“You don’t have anypony to play with your horn, do you,” Fluttershy asked.

“…uh-uh…”

“I wonder what that feels like. It must be really nice.”

Fluttershy’s hooves began their exploration anew. She brought the tip of her tail around and traced Twilight’s thigh with it. With boldness that surprised even her, Fluttershy finally asked the question that had been on her mind since Twilight lost herself in staring at Butterscotch.

“What are you thinking about?”

“Uh…” Twilight faltered, “…well…”

“Would you like to make friends with Butterscotch, Twilight?” Fluttershy let the words roll out, using what she herself would like to be hearing right about then as her guide.

“…s-sure…” Twilight muttered.

Fluttershy’s hoof passed by Twilight’s cheek. The princess nuzzled it as it went by.

“Are you thinking about what Butterscotch might feel like inside you?”

Twilight shuddered. Fluttershy sat back against the arm of the couch and pulled Twilight with her, resting the alicorn between her splayed hind legs. She then gently placed one hoof over Twilight’s, and guided it down between her purple thighs, as she continued to inject Twilight’s brain with liberal doses of saccharine.

“You know, you and I are kind of close to the same size. I had to give the company a bunch of measurements so they would know how big to make Butterscotch.”

As she spoke, Fluttershy used Twilight’s hoof to trace the edges of the princess’s already blooming flower.

“I had to tell them about this part…” Fluttershy moved the hoof over Twilight’s button, and spun it in place a few times, “…and this part…” She then touched the hoof to Twilight’s opening and pushed slightly, just enough to part Twilight’s petals. “I even had to tell them about the inside parts. Like how deep it goes. So they’d know how long to make him.”

“…hahh…” Twilight breathed, “…y-you d-don’t…you don’t say…hahh…”

Fluttershy giggled. Her friend was about as adorable as she had ever seen her. Fluttershy continued visualizing Twilight as a helplessly horny and confused woodland creature, in need of breeding encouragement. The analogy was serving her well.

Very gently, Fluttershy placed her lips upon one of Twilight’s ears and gave it a little tug. She then brushed Twilight’s hoof out of the way and took over for it, using her own, less distracted touch to trace again the outline of Twilight’s hungry opening.

“Shhh…” Fluttershy cooed, “Just relax. I bet Butterscotch sure would like to watch you, don’t you think?”

Twilight took the cue. She lit her horn and engulfed the plush sex toy in the hue of her magic, just long enough to reposition him so that he was facing the two mares.

Fluttershy gave Twilight’s twitching ear another tiny tug. “Now do you see that he’s a lot more than just a toy? He’s watching you, and he has a nice present for you. Go on, show him…”

Twilight gasped as Fluttershy’s hoof continued to grind a spinning sensation into the princess. Twilight slid down until her head was propped up by Fluttershy’s chest, and spread her hind legs wide, angling her hips slightly up and towards the toy.

Fluttershy was in full critter-care mode. “Oh, that’s very nice. I think you made him happy. See how he’s looking at you?”

Twilight glanced weakly up at Butterscotch. His head was angled slightly downwards as part of his pose. His eyes – Fluttershy’s eyes – were lancing through Twilight, pinning her in place on the couch. In her thoughts, Twilight perceived a haughty and absolutely delicious arrogance behind Butterscotch’s smile.

Fluttershy parted Twilight’s opening again, just enough to slip the tip of her hoof in and dig at the roof of her friend’s damp, silky channel. “Gee, you must really like Butterscotch,” She whispered. “You’re all wet now. Maybe you should ask him if he wants to play with you. He is a toy, after all.”

Twilight grit her teeth. She pushed up, tensing the muscles of her rump; but the hoof was too broad, and Fluttershy kept it maddeningly too far away to slide further in. Twilight’s eyes sauntered from the doll’s sly face to her connection with her friend, and back again.

“…B-buttersc-scotch…” Twilight finally meeped, her voice small, “…w-would you l-like to…ngh…p-play with me…?”

“Tell him what you want him to do,” Fluttershy guided. “Stallions like it when you say it.”

Twilight disentangled herself from Butterscotch’s eyes, her gaze slipping instead to the perfectly-sculpted stallionhood curving towards her. There was a hole at the tip, and the material they used gave the entire organ a veiny, realistic look that outdid any toy she had at home. If she stared at it intensely enough, she thought she could even see it twitching. She changed her perspective several times, bringing the erection in and out of focus inversely with the sight of the yellow hoof still digging at her opening.

“…th-that…” Twilight whimpered, “…p-put that in me…”

Fluttershy smiled as though regarding a foal who had made an honest attempt, but still failed to complete a problem in class. She kept her hoof moving until audible squishing noises arose from between Twilight’s hind legs.

“Come on now…” Fluttershy encouraged, “…talk to him more…show him that you’re sorry you said he had cotton brains…”

Twilight’s horn came to life again. This time, her aura touched only one place on her non-sentient lover, and her intent was clear. As her magic slipped back and forth over his length, she turned her steamy cheeks back up to his, and allowed his cunning expression to overwhelm her.

“Mmh…Butterscotch…” Twilight released the syllables in a low, wet tone, “Y-you’re s…such a sexy s-stallion…I bet youuughh…you’d l-love to fill up a princess…”

Butterscotch, as always, smiled. Twilight continued to stroke and placate the toy, her ears drooping submissively as she continued-

“I-I’m s-so…so w-wet, Butterscotch…p-please…I need your plushiefoals…”

Fluttershy made a face and held back a snort. Deciding Twilight was no more skilled with pillow talk than she, she cut her friend a break and reached down to place a single kiss on Twilight’s forehead.

“There’s a good girl,” Fluttershy said softly. She moved Twilight’s hoof back over her blossom and waited for the alicorn to take over touching herself. Fluttershy then slipped out from behind her friend and laid Twilight’s head upon a couch pillow.

“Now you stay right here so we can get your friend ready, okay?” Fluttershy sang, “You want him to cum inside you, don’t you?”

Twilight bit her lip and tersely nodded.

Fluttershy waited until Twilight was lost in mutual masturbation with the toy before she floated away to obtain her bottle of lubricant. Though the substance could be employed on its own, she had bought it specifically for use with this toy. More than mere lubrication, it simulated the consistency and color of semen just about perfectly. Somehow the manufacturer had even managed to imbue it with stallion scent.

It was a simple matter to find the compartment under Butterscotch’s rump and ‘load’ him. Fluttershy filled him up enough for more than one release (just in case), clicked the hidden panel closed, and began to wind the tiny, quiet crank that would send his clockwork gears into orgasm on cue. It was a very miniscule crank, such that the Pegasus had little choice but to bury her muzzle between his legs, just behind his heavy scrotum, to wind him with her teeth.

Half a minute later Fluttershy heard a click, and the crank turned no more. She had glanced at Butterscotch’s instructions long enough to know that the click had been the subtly-placed button under his coat, that popped up automatically whenever he was fully wound. A simple press of it would release the tension on his gears, generating enough force to, as the manual claimed, simulate ejaculation even stronger than that of a normal stallion.

As Fluttershy ‘prepared’ the stallion, she caught sight of Twilight watching her. The princess’s expression was positively enthralled, to the point that Fluttershy wasn’t even sure Twilight understood what her friend was doing. Blushing softly, Fluttershy decided to put on a show. When the crank and release button were secure, she nuzzled Butterscotch’s dangling testicles from behind. She was certain Twilight’s perspective was obscured by her lover’s fuzzy balls, and thus she pulled back enough to reach her tongue way out, prodding at him in a way she was certain the princess could not miss. She drew in only twice after that – each time to take one of Butterscotch’s impressively realistic testicles into her mouth and gently squeeze it. His scent was still oddly familiar to her in a way she couldn’t place, but the consistency of his scrotum was nearly perfect, such that Fluttershy almost forgot she wasn’t pleasuring a live stallion.

Twilight’s breathing quickened, and Fluttershy could see her rump desperately trying to lift itself off the couch.

“…p-please…Buttersc-scotch…”

Fluttershy favored her doppelganger’s sack with a quick, final kiss, and then scooted out from between his legs, bringing herself up behind him. She peeked down at Twilight from over Butterscotch’s shoulder, and took over for the alicorn’s magic by reaching around to stroke him herself.

Fluttershy couldn’t help but stare with interest at the puddle of hot, panting lilac goo on her couch. Proud Twilight – the pony who always seemed to have it together and be in control of nearly any situation. Now, with her wings splayed and her hoof spinning with abandon, Fluttershy thought that Twilight had likely already brought herself to at least one orgasm.

“…you really needed this, didn’t you,” Fluttershy smiled.

“…ngh…hahh…hahh…”

Fluttershy did not require a reply. She hadn’t ever before known just how similar she and her friend were in their deeper desires. Without a word, Fluttershy leaned forward, pushing on her double until he did the same. Never taking her eyes off of Twilight, Fluttershy angled Butterscotch down until his rearing forelegs each touched one of Twilight’s shoulders, and then far enough for them both to hook around to Twilight’s back.

Butterscotch’s flare sunk into Twilight with practically no resistance at all. Fluttershy was intrigued, and wondered if perhaps she was seeing things from a stallion’s perspective.

“Mmm,” She cooed as she pushed the toy in, “Deep inside…you’re very sweet Twilight, making up for being a little rude to Butterscotch by letting him inside you. I’m sure he’ll forgive you once he’s bred you.”

Twilight’s eyes were shut tightly. Her neck was as straight as she could make it, and her muzzle was practically buried in the arm of the couch. Her entire body was quivering, and as Butterscotch invaded her, she hugged his hips with her hind legs and kicked lightly at nothing, her twitching limbs refusing to obey her. Her forelegs found his chest, and she wrapped him there too, accepting him inch by inch as he slowly hilted her.

Fluttershy watched from only inches away as Twilight brought her head back down and batted her lashes at the toy. She nuzzled his lips lightly with hers, and then tilted her head sideways to take him in a kiss so honest, just watching it made the voyeur Pegasus feel a tingle deep inside.

As Fluttershy watched, Twilight began to stroke her paramour’s back and hips with all of her limbs. Her kisses deepened; her tongue licking at his snout. Fluttershy could feel a light brushing against her hind leg that she felt sure was Twilight’s mostly pinned tail, trying to thump and wag from beneath its bonds.

Fluttershy swallowed, and at length she found herself gently humping her double from behind. She slid down on him, wrapping both her hind legs around one of his, and found a coarse patch of fur to grind into. Gradually she eased herself into a rhythm, pushing him into Twilight with each thrust of her own into his back.

“…o-ohh…” Twilight gave voice to her uncontrollable moans, “…B-butterscotch…s-so big…”

“M-mmhm…” Fluttershy found her breath coming to her in bursts. “…n-no protection, Twilight…he’s gonna breed you…”

Twilight squeezed tightly with her limbs, bearing down freely on the toy with consideration only for her own comfort. She rolled her hips against him with such insistence that Fluttershy could feel herself being lifted up slightly each time Twilight moved. The Pegasus pushed as well, until they were both grinding and squeezing the plush toy from front and back alike, driving its stallionhood that much deeper and harder into Twilight’s silky channel.

“…ngh…hahh…ahhhgn…”

Fluttershy smiled weakly, still just barely peering at Twilight from Butterscotch’s shoulder. “…mmhmm…” She cooed, “…c-cum for him…a w-whole bunch…cum and cum until h-he’s ready to seed you…”

“…nghh!!”

Twilight tried in vain to bite off a cry. Her brow creased, her hips bucking wildly, and Fluttershy knew her toy had brought her friend to climax. Twilight’s inner walls left her control and pulsed desperately, lavishing the conquering stallion between her legs with appreciation for his presence.

Fluttershy took a staying breath. She set Butterscotch’s leg free, slipped down further behind him, and placed her hooves firmly on his rump. She then let him have it, firmly shoving him over and over again into Twilight, until the juices of Twilight’s love sang a lewd, oscillating tune.

Twilight lifted her foreleg and batted weakly at the air. “…w…wai….I can…can’t…oohh…contrrroallllahhh!!”

Twilight shot into her next peak, her words stolen away to be replaced by squirming and a feral whinny. She found herself riding the wave of passion uncontrollably, and lost touch of whether or not her orgasms were firing off rapidly, or it was just one long release, dipping and peaking with every one of her lover’s thrusts.

Fluttershy reached for the button nestled in Butterscotch’s crotch.

“It’s time, Twilight…”

Twilight could scarcely catch her breath, “…ngh…hahh…annghn…oh Butterscotch…I can…can’t stop…c-cummaghh!”

Fluttershy slammed Butterscotch into Twilight as far as he would go, held him there, and then slapped the unwind button. Her ears twitched with satisfaction as they took in Twilight’s satisfied moans, her hips bucking and milking as the toy bred her with rope after rope of its creamy seed.

Fluttershy held her double in place until his gears unwound all the way. She checked his compartment and was surprised – apparently the instructions weren’t kidding when they called for a lot of the special lubricant. Butterscotch had discharged nearly a third of what she had put in, but even that amount was enough for Fluttershy to absently place a hoof on her tummy and wonder if he would eventually leave a bulge inside her.

Fluttershy sat up and drew in a fresh breath of air, brushing her mane out of her eyes. “Mm, I think he likes you a lot, Twilight. He came so much.”

There was no reply. Curious, Fluttershy glanced at the connected ponies on her couch. She hadn’t expected the one on top to move, but neither did the one on the bottom, save for the rapid rise and fall of Twilight’s chest. Emboldened by the new kinship with her friend, Fluttershy crawled atop Butterscotch and sought to peer over his shoulder again.

“Hmm? Did you pass out, Twilight?”

Fluttershy’s vision crested the yellow mountain below her. Beneath was a valley of purple that was damp and radiating heat. The soft, lilac hills rolled as they drew in and released revitalizing oxygen. At their peak, two sparkling violet eyes snapped open and caught Fluttershy’s stare with such stern force that the Pegasus was instantly caught in their grip.

“…wh-what…?” The startled Pegasus muttered.

Twilight moved in a flourish, catching her unsuspecting friend in a sudden mashing of lips. Fluttershy’s natural reaction was to pull away, but Twilight’s forelegs erupted from under Butterscotch and caught her, meeting as they locked around Fluttershy’s neck.

“…mmmm…”

Fluttershy felt a tongue probing at her lips. The scent of lovemaking was heavy in the air and she had been as long without as her partner, so she allowed the tongue to enter her. It explored its new abode, swirling about and making itself at home until it pressed firmly in, obliging Fluttershy to suckle from it like a teat.

“…mmh…”

Fluttershy’s eyes closed, but beyond the thin membranes of her lids, she could still see light. A raspberry glow washed over her – like tiny, soft hooves from a thousand breezies, magic caressed her coat in so many places she couldn’t process them all. They worked her with gentle massages across her legs, stomach, back, tummy, and even a caress along her face and brow. The spell robbed what resistance the kiss had not already taken from her, and her murmurs slowly transformed into muffled moans.

Twilight pulled away. The look on her face was one Fluttershy was not used to seeing. Fueled by the moment, Twilight’s eyelids were narrowed to match her cunning grin. She laid back, enough to give Fluttershy a good view of her horn and make it obvious that she was under the influence of alicorn magic. Twilight’s hoof came out to stroke her friend’s cheek.

“I think Butterscotch wants to be with both his mares tonight,” Twilight cooed, “Don’t you?”

Fluttershy felt her control slipping, as though it were a simple equation that a pony like Twilight could solve and remove in her sleep. Her breathing deepened, and she glanced at a glowing wisp of her mane just long enough to realize she was completely engulfed in Twilight’s magic. She felt a tug on her tail, followed by a massaging sensation between her legs that gave no quarter as it infiltrated her secrets.

“…ngh…”

Twilight leaned in to take Fluttershy’s lips one more time. She savored he shudder that crackled through Fluttershy’s body, and could practically taste the last of her strength as she swirled tongues with her once again. When Twilight broke the kiss, Fluttershy’s brow was turned up, and her ears were flat against her skull. She had the expression of a little lost puppy, once the guide, and now in need of guidance of her own.

“Shhh…” Twilight whispered, “I think maybe you picked the right pony when you invited me over tonight.”

As easy as letting out a breath, Twilight brought more sparkling life to her horn and intensified the glow around her friend. Fluttershy hung in midair, her limbs drooping and her wings closed as the allowed the magic to reorient her onto her stomach, with her muzzle touching the opposite arm of the couch. She could no longer see what was happening, but the feel of Butterscotch’s extra-soft hind legs brushing against her backside caused her to instinctively raise her tail.

Twilight, who had chosen to slip off the couch and reorient herself comfortably on the rug, giggled as she manipulated the spectacle from an ideal viewing angle. “I think he’s taller than that,” She observed amusedly.

Fluttershy’s eyes slunk over to Twilight, whom she could now see from her friend’s new vantage. Twilight’s eyes were cunningly narrowed, but she smiled gently anyway.

“You ok?”

Fluttershy half-nodded. Butterscotch was humping her back. She felt words emerge from her lips entirely on instinct.

“…c-can I see where h-he…where he put it in you…while he puts it in me…?”

Twilight smiled. She sat back, propping herself up with a foreleg while splaying her hind legs for her friend to see. The princess’s opening was still engorged, slick, and peppered with traces of her partner’s love. Twilight reached down with a hoof and held herself open.

“He’s our secret lover now,” Twilight whispered, “and he’s going to breed us both over and over. Here’s where he took me. Let him take you too.”

Fluttershy gasped at the sight. Her knees slowly unfolded and locked, until her rump was lewdly up in the air. Her chin, by comparison, remained firmly planted on the couch cushions.

“F-fill…” Fluttershy could scarcely believe she would utter such words in the presence of another live pony, but they came out anyway. “…f-fill me with your foals too, Butterscotch…j-just like you filled up Twilight…”

Fluttershy ground her rump into the toy, wiggling it enticingly. Twilight’s magic flared, and Butterscotch’s hooves came down firmly on Fluttershy’s shoulders. His stallionhood found her entrance, and his bulbous flare passed into her. Guided by magic, he pressed down with his hooves, locking her into breeding position until he chose to seed his prize.

“…ohh…” Fluttershy moaned, her eyes never leaving Twilight’s flower, “…B-Butterscotch…p-please d-don’t…don’t be gentle…”

Twilight was enjoying the sensation of cozy, cool-down masturbation. She blinked, surprised to hear such words from this of all her friends.

Perhaps it really is the quiet ones, She thought.

Twilight’s hornfire blazed bright, and Butterscotch took his second mate of the evening without thought for ushering her into it. He rammed her hard to a chorus of wet slapping noises that might have been enough to wake up the neighbors, if Fluttershy had any. True to the specifications of his manufacture, Butterscotch mashed his flat tip into Fluttershy’s cervix with each thrust, his balls slapping her tummy perfectly each time he hilted her.

“…hhahhh…o-ohh…nngh…”

Fluttershy’s wings slipped out and spread wide. She flapped them in the manner of pegasi in coitus, reaching into the feral depths of her tribe’s nature as she began to roll her hips against her lover, grinding him roughly and nabbing at his girth with her greedy channel.

Twilight put her own personal spin on dirty talk as she enjoyed the show-

“You know why mares can orgasm so many times during sex? It’s because your body doesn’t know when he’s going to breed you, but your instincts want you to be bred. It’s your body making you feel good…mollifying your brain and making you stay put until his semen is inside you.” Twilight stretched, grinning lazily at the eyes that were still on her sex. “Be a good girl and cum for him, Fluttershy. Moan for him. Stroke his ego and tell him how much you want it.”

“…o-ohh C-Celestiaaaahh…” Fluttershy felt more cries welling up within her. She let them burst forth with abandon as a climax sent her into spasms, forcing her to arch her neck and stare at the ceiling.

“Nngahh…a-ahh…ahhhnnahh! O-oh B-Buttersc-cotch!”

Twilight amused herself by inspecting her friend. Fluttershy’s wings were spread wide and straight like a statue, her primaries extended as far as their range of movement would allow. Twilight thought about how her horn sometimes did a similar thing – made it obvious that sexual neediness was coursing through her. Earth ponies perhaps had an advantage in their ability to keep things more discreet, but she had read somewhere that they were more prone to whinny during climax than other tribes.

Twilight slammed Butterscotch home, rubbing his hips into Fluttershy’s quivering rump. She had already rewound him from afar, and as she manipulated his release button, she considered how they had both disproven the earth pony theory that night.

Fluttershy planted her hooves into the couch, pushed herself up, and let out a sharp, high-pitched, animalistic whinny that her ancestors would have been proud of. Butterscotch pulsed and began to seed his second mare, shooting out long, thick, sticky strands of warm, gooey seed directly into his lover’s womb.

A minute later, Fluttershy noticed that the couch arm wasn’t in front of her anymore. Up was before her eyes when she expected there to be down, and the disorientation gave her a momentary sense of vertigo, but the sensation slipped away when she took in her new surroundings.

Butterscotch, wet with the lubrication of two mares and heavy with their scents, was standing by just at the edge of her vision. Taking up most of her view was Twilight, who had apparently rolled Fluttershy onto her back when she was still lost in release and climbed atop of her.

Twilight was stroking Fluttershy’s cheek. The look on her face was honest; the purity of her smile evident.

“…thanks for sharing this with me,” Twilight said softly. “I’m sorry I gave you a hard time.”

Fluttershy nuzzled the purple hoof touching her and smiled back. “I’m sorry I just assumed you’d like it, but…you can come over and play with him any time you want.”

Twilight tilted her head and grinned, “Will you be here too?”

“Do you want me to be?”

Twilight smoothed back Fluttershy’s bangs and pecked her once on the forehead. “I wouldn’t have it any other way. Butterscotch deserves both his mares, after all.”

Fluttershy’s hooves found Twilight’s flanks. She stroked her until the alicorn melted down onto her friend, and the two locked in an embrace, savoring the afterglow with a conversation that connected them in a whole new way.

By the time the pair finally went to bed, Luna was nearly ready to relinquish the heavens back to her sister.