Author's Note

WARNING, this episode contains: Fluttershy x A Bear, oral, masturbation, and Fluttershy being watched

Episode 5 - Fluttershy Leans In

“So, I get that this is Fluttershy’s area of expertise and all,” Rainbow said as she tried to keep her wings tucked by her sides, “but don’t you think this is a little… weird?”

Rarity turned towards the pegasus with a weak-looking grin. “Well, it’s certainly avant-garde, but if Fluttershy thinks this will help the animals relax then who am I to judge?”

The cerulean mare groaned in frustration as, with a hearty moan from her usually shy friend, her wings sprang out with an audible ‘poomf’. “Okay, but why does she need us to watch her do it?”

Applejack glanced at the center of the sanctuary and quickly looked away. “Well, you know Fluttershy….” Another moan, this one more muffled than the last, and the farm-pony had to tilt her hat to keep the glow of her cheeks from view. “She feels more comfortable when we’re around. More, uh… bold.”

The Mane Six sat at the edge of Sweet Feathers Sanctuary, watching from atop a hill as their friend went about “relaxing” her latest clients. Most of them had cheeks tinted pinker than usual—the only pony who seemed to be taking things in stride was the one with already pink fur, who was watching the proceedings with wide eyes and an even wider grin.

“Ooo, ooo!” Pinkie sat up and excitedly pointed towards the center of the sanctuary. “Look! They’re really going at it!” She pumped her hooves in the air like a cheerleader at a Wonderbolts show. “Gooo Fluttershy!”

There, resting on top of a large, smooth stone at the center of the sanctuary, was Fluttershy. You’d be forgiven if you didn’t notice the light-yellow pegasus at first, for hunched over her was the large, lumbering mass of a bear blocking most of her from view. You’d also be forgiven if you thought said bear was attacking said pegasus, the animal’s jerking movements clearly signaling a gory end for the pony-turned-meal. Perhaps even her heated moans or the creature’s guttural growls could be mistaken for something more nefarious, a chilling symphony of predator versus prey that played all too often in this cold, cruel world.

Of course, you’d feel rather silly once you realized that, instead of a ruthless killing machine getting its fix of pony-meat, what you were witnessing was a horny-as-Tartarus pegasus getting her fix of bear-meat.

Fluttershy moaned around the beast’s cock, the small spurts of pre that sprayed from its tip coating her tastebuds in salty-sweet bliss. The slick shaft slid between her lips at an ever-increasing pace, punching its way towards the back of her mouth to deposit its gooey honey straight into her stomach. She croaked and gargled as the bear slammed its hips against her face, the fact that her friends were watching sending her libido into overdrive.

Fluttershy’s eyes clenched shut as the beast’s pendulous sac slammed into her chin, giving her the rare opportunity to inhale a predator's primal musk as it drove itself deeper and deeper into her throat. The warm, fuzzy bag was a promise of things to come, its weight a physical representation of a need she hoped to cure. The rhythmic pats of it tapping against her chin was all she had to track the progress of time—for all she knew, the beast had been using her for days on end, the two of them locked in a carnal dance as old as time itself.

Fluttershy’s muzzle scrunched up on a particularly hard thrust, the bear's hips pressing against her head as it sunk balls-deep between her lips. The animal roared as it held itself there, calling out to the world that it had claimed the pegasus as its own, and Fluttershy couldn’t help but groan around its cock as she pictured herself being helplessly bred by the powerful beast.

And the fact that her friends were watching made her want nothing more.

Her marehood clenched as the fire between her legs bloomed into an insufferable heat, her hunger for the animal’s seed growing with each second he sat sheathed inside her muzzle. A quick flick of her tongue across the bear’s rigid tip shocked the beast into action, forcing it to resume its thrusts between her suckling lips. The bear’s movements became more frantic, more energetic as it neared its explosive climax, but just as its balls pulled towards its body it yanked its hips back a little too far.

Fluttershy gasped as the animal’s cock slipped from between her lips, the pulsing red length rubbing against her muzzle as the bear continued to wildly thrust its hips. She smiled and leaned forward, placing a big, wet kiss on the bear’s bare balls before taking them into her mouth. She groaned around the soft sac, vibrating the stones as they churned with the animal’s pent-up seed, and she couldn’t help but think that this was what she was meant to do.

With a wet pop Fluttershy let the bear-nuts fall from her mouth, instead focusing her attention on lavishing the underside of its shaft with quick, teasing licks. “Oh, you poor thing!” She moved up, lips brushing against the hot slab of meat as she mouthed on its tip. “Don’t worry, Fluttershy’s here to help….”

With that she wrapped her lips around the bear’s rod and began suckling it like a teat, nursing on the beast’s rigid breeding-stick in the hopes of draining its balls of cum. She shakingly extended a wing between her hind-legs as the animal grunted and growled above her, gasping as her feathers graced the dripping-wet folds of her marehood. Every muscle in her body clenched as she teasingly flicked her clit, the walls of her passage spasming in need. Grinding her appendage against her lips, she began to bob her head back and forth in sync with the bear’s needful thrusts, taking him to the hilt each time they met in the middle with a resounding smack.

“Yeah, you get ‘em, Fluttershy!” Pinkie yelled as she jumped up and down in excitement. “Make that bear cummy-yummy all over your tummy-wummy!”

“Really, darling? Could you have come up with something more immature than...cummy-yummy?” Rarity’s muzzle wrinkled in disgust. “Not to mention the thought that Fluttershy would ever let somepony—or somebear, I suppose—do something so uncouth to her! Besides, who knows how hard it is to get… that out of your fur!”

Twilight, who had been too stunned to speak as she watched her friend fellate a Celestia-forsaken bear, felt her tail start to rise as the animal’s back began to arch. “J-judging by the retraction of the bear’s t-testicles and the increased p-pace of his thrusts, it won’t be long before we find out!”

Fluttershy’s eyes began to water as the animal on top of her used her mouth as a cock-sleeve, cramming its dick so hard and so fast into her throat that she was sure it would be sore by the time they were done. Still she did not relent, tongue dancing across its throbbing length as her wing dug deeper between her legs. The heaving of the bear’s chest was matched only by her own, each drag of musk-tinged air sending her closer and closer to the brink.

The beast seemed close as well, eyes hazed-over and mouth agape as it continued fucking her like a true beast. The balls that had once battered her chin were now held tight against the bear’s body, each meaty orb ready to relinquish its creamy load. For what felt like hours she waited for that moment to come, waited for the shaft between her lips to spasm as it filled her mouth with honey—

And, as the bear arched his head back and roared towards the sky, that time finally came.

Fluttershy let out a cock-muffled gasp as a thick burst of bear-cum blasted down her throat, filling her stomach with enough cub-cream to bulge out her belly. She pulled back before the second seed-salvo could launch, placing the tip of the beast’s cock against her tongue. She moaned as it had the expected effect, leaving her tastebuds to cope with the overwhelming flavor of an animal’s primal load. Hungrily she gulped the salty-sweet concoction down, only for her cheeks to bloat out as another, just as voluminous shot filled her muzzle to the brim.

Back and forth this battle went, and while Fluttershy did her best she found herself outmatched. With a gasp she pulled away to ease the burning in her lungs, letting the animal’s cock-cannon loose into the air. The pulsing-red length continued firing on all cylinders, launching great arcs of cum through that air that splattered across her face and chest.

The feeling of the warm, white goo coating her fur—and the fact that her friends could see everything, too—was enough to send the pegasus over the edge, leaving her a squealing mess as she pressed her wing harder between her legs. Slick gushes of mare-cum coated her feathers in a matter of moments, messing her fur and the stone below in a blink of an eye. Her wing never relented its assault, flicking against her clit to keep her climax running for as long as it could go.

With a satisfied growl the bear’s orgasm came to an end, and with a dopey-looking grin it backed away from the cum-covered pegasus before it. Fluttershy moaned as she watched the beasts half-flaccid erection bobble between its legs, the euphoric rush of a job well done greeting her as she returned from cloud-nine. Her eyes bobbed back and forth to keep the bear’s balls in sight as the animal turned around and walked away, only leaving the big, brown sac once it had returned to its favorite hammock. She smiled as the beast closed its eyes and immediately fell asleep, the sight of its spent-shaft resting between its legs the last thing she joined it in the realm of dreams—

“Oh!”Fluttershy shot up as something warm, wet, and impossibly long passed over her face, scooping up the cum that tarnished her canary-yellow fur. Her eyes opened to reveal the tall, lanky form of a giraffe dutifully cleaning her face of seed, She chuckled as it moved to her chest, she gasped as it moved towards her waist, and she moaned as it dove between her legs, piercing past her labia to search for more of her juices.

And the fact that her friends were watching made her ready for more.