Learn to Fly

The Founders Day dance wasn’t what Fluttershy expected. At first, she’d expected something formal, like a flight school dance. But when Tree Hugger pulled out old clothes for Fluttershy to try on, it was all denim and skimpy pieces of fabric. Though Tree Hugger was bigger than her, overall, her jeans fit. The front was a hopeless case, though. Fluttershy was much smaller in the chest and shoulders, and had to settle for shawl with a peace sign brooch. She balked a little as Tree Hugger put a headband on her.

“I don’t know if I want to wear that.” said Fluttershy.

“Why not? You look groovy.”

“I can’t hide behind my hair.”

“Even better.”

Tree Hugger herself wore a dress, but a light, filmy, nearly transparent one that seemed to be intended only to make her look fancy, rather than actually covering anything. She also wore a pendant around her neck — a cross in a circle. It was a symbol Fluttershy didn’t recognize.

“What’s that?” asked Fluttershy.

“It’s a symbol of the Old Ways.” said Tree Hugger, putting her hoof on it. “The circle represents the love Equus has for all her creatures. The cross represents the strength that she lends us.

Fluttershy didn’t think that made much sense, but she decided not to say so. “I um... support your beliefs? We don’t really do the old ways in Cloudsdale.”

“The pegasi abandoned the Old Ways long ago. It’s easy to lose your connection with Equus, up in the clouds.”

“Oh.” said FLuttershy, not sure if she should be offended or not.

“We should go soon, or we’ll be late for DJ PON3’s set,” said Tree Hugger.

The festival had been going on all day. By the time they got there, most of the booths had been broken down and all the action was around the stage set up on the common. Several hundred ponies of all ages and tribes were packed in, nose to tail around it, raptly watching a green pony playing a standing harp. Fluttershy sat next to Tree Hugger near the edge of the green, and leaned lightly against her friend’s side. The harpist’s music was graceful and gentle, but her set ended far too soon. Fluttershy was nervous about DJ PON3; she’d never heard of them, but they didn’t sound like a pony whose music would be graceful or gentle.

A voice came from behind Fluttershy. “Bright blessings to you, Sister. Who’s this?” The mare and the stallion were wearing a lot of black, and both looked very serious. They had heavy makeup and black manes and wore cross necklaces like Tree Hugger’s.

“This is Fluttershy.” said Tree Hugger, touching her lightly on the withers. “She’s staying with me for a while. She has a lot of positive energy.”

Fluttershy had not previously been aware of this.

“Fluttershy, this is Night Wishes, and this is Shadow Caster.” said Tree Hugger.

“Pleased to meet you.” said Fluttershy, giving a polite, little half-curtsey.

“Your aura is strong.” said Night Wishes, touching her face and looking in her eyes. “I can see that you are very brave, and have a great destiny ahead of you.”

Fluttershy knew that one of these things was not true, and seriously doubted the other, but she thanked the mare anyway. Soon, Tree Hugger and her friends were discussing chakras and ley lines, and other things Fluttershy didn’t care about, so she excused herself to get a drink. The sun was setting, and a lot of families were leaving. Many of the ponies left were putting on colored saddles and bridles. The outfit was from a legend that long ago, even before the Paleo-pony period, ponies had been oppressed by a cruel race of ape-like beings who had enforced their dominance by making them dress that way. As a foal, she’d found the story terrifying. Only as an adult did the realize how hot it was.

She soon found the source of the saddles and bridles — a few dedicated entrepreneurs had moved their booths to around the edge of the common. Amongst them, a pretty white unicorn about Fluttershy’s age who was restocking two spinner racks of the things.

“Can I interest you in a saddle, Darling?”

Fluttershy blushed. “Actually, I was looking for something to drink.”

The unicorn nodded. “My compatriot in commerce, Applejack, has a cider stand a few booths down. Cider is a vulgar beverage, but hers is quite good. Although… If you’d like to try on a saddle, I can pour you a glass of wine. My name is Rarity, by the way. What’s yours?”

Fluttershy knew she was being wound up for a sales pitch, but she was too polite to say no. She’d never had wine before, but it was… well, it was a bit sour, but it felt good in her belly. Soon, Rarity had found a saddle and bridle that matched her outfit.

"What do you think? Fabulous, is it not?"

Fluttershy twisted from side to side, looking at herself in the mirror. "It's... yes, it's very good." It made her want to stick her head through the mirror and kiss herself.

She stepped out of Rarity's stall, ten bits poorer and feeling rather self conscious. A very young unicorn filly was taking the stage behind a massive turntable-and-speaker setup. The crowd got quiet. The filly levitated two records into the air and slammed them onto the record players. A bass line so loud and strong that every beat felt like a slap in the face with a pillow plowed into the crowd, and everypony started... bouncing.

Fluttershy felt like she was going to need more to drink.

“Can I… Can I get ya’ anything, sugarcube?” slurred the orange mare at the Apple Family Cider stall. She seemed to have been sampling her own merchandise. Behind her, a gigantic — and very handsome — red stallion was unloading kegs from a cart.

“Um, a cider, please,” said Fluttershy as loudly as she could. It was hard to hear over the music.

“I can’t hear you! Speak up!”

Fluttershy couldn’t talk any louder, so she just put a bit on the cider cart counter. The orange pony filled up a red paper cup with cider that smelled more like apple-flavored moonshine.

“I hate this kind’a music," said the orange pony. "I wish she’d play some country. Actually, hold on.” She raised both hooves to her mouth. “Hey! Play some country!”

Up on stage, DJ PON3 had heard her. She directed a rude gesture her way, switched disks with her magic, and suddenly everypony was dancing to an impromptu dance remix of A Mare Named Steve. The red pony came over and lifted the orange pony up by the scruff of her neck. “Yer drunk, Applejack. Go home,” he said when he set her down.

“Aw, do I gotta?”

“Eyup.” He pushed the cup of cider over towards Fluttershy, who took it and decided to make herself scarce.

There were too many ponies here. She pushed into the crowd. There was noise and motion and light all around her. Where was Tree Hugger? She really needed Tree Hugger right now.

“Hey, Flutterbutt!”

Fluttershy winced. She did not need to see Rainbow Dash.

“How’s it going? Wow, you look great!” Cyan wings flapped, and dancers dove out of the way as Rainbow landed next to her. “I’ve been looking for you! I wanted to see how you were doing!”

“I’m good,” shouted Fluttershy, but not even she could hear herself. How did other ponies talk so loud?

“Turns out Ponyville is pretty cool, huh?” Rainbow’s big, dorky grin made it hard to stay mad at her. In fact what was she mad at her for? Oh yes. Stalking her. And kissing and running. She took a sip of cider. Oh wow. Holy mother of meanies it was strong. She’d tasted her dad’s cider, and had a few at parties. Those ciders were nothing like this. Her throat burned as the liquid went down. A few seconds later it occurred to her that if she couldn’t talk, she might as well just dance. She hollered softly, thrust her forehooves in the air, and started bouncing up as close to the beat as she could match.

“Wait, you’re dancing? You?” said Rainbow Dash, looking quizzical.

Fluttershy didn’t bother to say anything. It’s not like anypony could hear her anyway. She had another sip of cider. This stuff wasn’t so strong after all. She felt great! Rainbow fell in next to her, and soon they were dancing face to face. Rainbow had some fancy moves. There were little hip motions. It was adorable. She loved Rainbow so much!

Oh no! Here was Tree Hugger! She was going to be mad! But no. She just kissed Fluttershy on the cheek, and then fell in dancing beside them. Rainbow turned a bit so they were dancing in a little triangle. Everything was wonderful! She drank more cider. No, things weren’t wonderful. Rainbow and Tree Hugger were glaring at each other. Rainbow’s hip motions were getting very aggressive. She kept trying to dance between Fluttershy and Tree Hugger. Fluttershy realized this was all her fault. What was she going to do?

Roam from town to… Roam from town to town to… roam from town to town to hide my shame! sang the recorded voice of Jenny Cash. Yes, that seemed like a good idea. She could leave in the morning.

But then Pinkie was there, completely oblivious to the social nuances, just happy to see friends. She was wearing striped stockings on all four legs and a pacifier around her neck. She bumped hips with Rainbow and Tree Hugger and made them laugh, and things were a little less tense.

This world is rough and if a filly’s gonna make it, she’s gotta be tough…

Yes. That seemed like a good insight. Fluttershy could be tough. Sure!

The song faded into the next, and everypony seemed to be having a good time. Fluttershy was having trouble keeping the beat, but nopony seemed to care. She was surrounded by sweaty, writhing, enticingly concealed bodies, and it was… well, it was getting to her. Pinkie, Rainbow, and Tree Hugger’s eyes kept going downward when they looked at her. They were staring at her butt! They weren’t the only ones, either. She felt eyes on her from all around. She was jiggling, wasn’t she? Her butt was jiggling, even through her jeans. How mortifying.

She needed more cider.

The red stallion at the booth was even more handsome than he had been the first time. Fluttershy wound up buying ciders for all her friends just to make him smile. And they went away from the crowd to drink them. All three of them wanted to talk to Fluttershy, which made her flustered, so she just smiled and nodded. She smiled and nodded her way into a back alley with all three of them. They danced there, but it was a different dance. Slower. And there was an awful lot of grinding. She was backed up against a wooden wall, boxed in on three sides, with Rainbow and Tree Hugger rubbing their… um… lower bellies against her hips, and Pinkie Pie basically sitting on her hind knee bopping her massive rump back and forth. Fluttershy took turns kissing Rainbow and Tree Hugger. She didn't like Pinkie enough for kissing — enough for grinding, apparently, but not for kissing.

Then, without discussing it, the three of them seemed to have reached a consensus that Fluttershy didn’t need her pants anymore. Hooves fumbled with buttons and zippers, and the fabric was rolled off her hips and down around her hind hooves. Pinkie got down on her hocks and put her face between Fluttershy’s thighs. Fluttershy bit her lower lip. If she was going to say no, now was the time. Oh. Oh, buck it, it felt too good!

Pinkie’s tongue slithered over her flower. Fluttershy gasped with pleasure. She slid her hooves over the rumps of the two mares on either side of her. Three mares. How was this happening? This couldn’t be real. Tree Hugger took Fluttershy’s head in her hooves and tilted it towards her face. They kissed, hungry, passionate, messy. Then Rainbow grunted angrily, grabbed Fluttershy away from her and took her turn. Heavens, they were bad at sharing! Fluttershy kind of liked how possessive they were, though. One would kiss her for a while, and then the other one would pull her head away and take their turn. They were still humping her cutie marks. Fluttershy couldn’t imagine that it was a very effective way for a mare to finish, but her butterflies were getting very sticky. Six hooves were kneading her bottom and her thighs, rubbing deep into the soft flesh. Pinkie’s nose was mashed against the very sensitive nub at the top of her mare parts, grinding it against her pubic bone. Her long, strong tongue had found a place deep inside of her that was even more sensitive than her nub. A place Fluttershy didn’t even known she had. Her attentions were fierce, relentless, almost bruisingly rough. Before Fluttershy knew it, then she was coming, coming so hard that she thought she might die.

The night went white.

“Do you want to come home with us?” said Tree Hugger.

Fluttershy tried to say ‘yes’, but her mouth wasn’t working just yet. Neither were her hind legs. Rainbow was holding her up with a hoof under her bottom, which she was sure was a great sacrifice. Anyway, it didn’t matter, Tree Hugger was talking to Pinkie.

“Oh, no, I’m just here to party,” said Pinkie, wiping her muzzle clean on her stocking. “But thank you for letting me play.” She hugged Fluttershy until her ribs creaked. “You’re so sweet! Okay, I’m going to go dance more now!”

The next thing she knew Fluttershy was being walked home by both mares. They closed on either side of her as though they were afraid somepony else might try to take her from them.

“I don’t suppose I can ask you to leave, now, can I,” said Tree Hugger, scowling at Rainbow Dash.

“Nope,” said Rainbow.

“We’re headed for my farm, you know.”

“Yeah, but Fluttershy was my friend first.”

Tree Hugger looked confused. “What difference does that make?”

“Please don’t go, Rainbow,” said Fluttershy, barely able to hear herself over the ringing in her ears. Golly, DJ PON3 was loud.

“There you go,” said Rainbow with a smirk. Tree Hugger sighed.

✭☆✭☆✭☆✭

Fluttershy took off her necklace, shawl and headband, climbed up onto her new bed, closed her eyes, and took a deep breath.

Rainbow Dash cleared her throat. “Are you okay, Flutterbutt?”

“Did you want us to go, or…” Tree Hugger trailed off.

Fluttershy took a deep breath. She could say what she wanted. Should she? They’d already started, but, they’d all been a little drunk when that happened. She’d sobered up a lot on the way back, and if she wanted to change her mind, now was a good time. She was scared. But she was also lonely. Better to start slow, maybe. “Will you both lie down with me?” There. She’d said it. They could say no.

Both of them scrambled up, and sat down, tripping over themselves and each other in their excitement. Well, okay. Fluttershy started to undo her saddle.

“Please, keep it on,” said Rainbow, blushing.

“You’re beautiful in it,” said Tree Hugger.

Fluttershy couldn’t help but grin. “You’re such naughty fillies.” She wiggled under the covers, and the other mares followed her. Their bodies closed in, warm and soft. She rubbed the frogs of her hooves over Rainbow’s side, feeling the short little hairs of her coat. She reached back to feel Tree Hugger’s fluffy haunch. Muzzles bumped together, nuzzling, licking, kissing. She opened her mouth for Rainbow, and her tongue slipped inside, probing, exploring, claiming. She’d waited so long for this. But now it was complicated?

Tree Hugger pulled her face away from Rainbow’s before Fluttershy was ready. This being competed for thing might get old fast. Tree Hugger’s kiss was gentle, sensual, yet greedy. She ran her tongue over every surface of Fluttershy’s mouth, exploring her tongue, her cheeks, her teeth and the roof of her mouth. Fluttershy let out a muffled moan, and Rainbow Dash gave a jealous little hiss, and nipped Fluttershy’s neck. It hurt, but in a way that felt so good it made all the hairs of her coat stand on end.

Tree Hugger imitated Rainbow Dash. The two worked their way down her body, pushing the covers back as they went, alternating sweet kisses and cruel bites. Fluttershy arched, and green and blue forelegs shot across her barrel, holding her down. She struggled, just for fun — both mares were so strong! She couldn’t escape if she wanted to! She didn’t want to. Oh, wow. They were down to her tummy. Fluttershy’s hind legs kicked. Rainbow stuck her tongue in her navel. She squealed. Tree Hugger laughed, and did it too. The pair kissed there until Fluttershy was smacking at them and pleading, “No! Stop! For real! Stop! Safeword! Safeword!”

“Hey, Tree Hugger,” said Rainbow Dash,.

“Mmmm-hhhhmmmm,” she purred, licking the crest of Fluttershy’s hip and grinning blissfully, her heavy-lidded eyes almost closed.

“Bet you can’t make her come harder than I can.”

Tree Hugger laughed, and leaned over to give Fluttershy a kiss down there. Fluttershy yelped, and squirmed away. It was sore! Tree Hugger and Rainbow looked up at her, alarmed.

“I’m sorry. Pinkie was really rough. Can I… um…” She blushed. “I want to do you two, instead.”

“Sure. Anything you want,” said Rainbow, and pushed herself up on all fours and turned away from Fluttershy, tail held high. Tree Hugger did likewise. They were glaring at each other again.

Oh no. Who would she do first? She didn’t want to offend either one of them. She chose to be diplomatic — she licked Rainbow’s smooth heel, making her kick, then Tree Hugger’s fluffy fetlock, sucking on the long fur. This was, it turned out, a happy problem. She took her time kissing up each mare’s leg. She licked Rainbow from the hock to the base of her tail, making her groan and drop to her knees, rear end in the air. Fluttershy inhaled. There was a bright, citrusy tang to her friend’s mare smell. A shiver went down her spine. She couldn’t wait — she kissed the cusp of Rainbow’s flower. It was so silky! She’d kissed mares there before, but no one’s pussy was like Rainbow’s. So plump. So soft. With the sweetest little clit, and just the tiniest little opening winking at her. She didn’t know how Tree Hugger could compete.

But she was about to find out, as Tree Hugger pushed Rainbow Dash out of the way.

“Hey!” said Rainbow. “It’s my turn first. She picked me!”

Tree Hugger’s heavy-lidded eyes got narrower. “We have to share her evenly. It’s the only way to be fair.”

Rainbow snorted. “Yeah I don’t know about you, hippie, but I can’t get off on thirty seconds of licking at a time.”

This was not what Fluttershy had hoped for from this encounter. This was not okay. Fluttershy felt her heart beat quicken, and her muscles become tense. Some sort of force was seizing her — a feeling she’d never felt before. It was like she wanted to run away, only backwards!

“Rainbow Danger Dash!” she said, her voice trembling with fury. “You are a guest in Tree Hugger’s home! You will treat her with respect!”

Both of them turned their heads to stare in her eyes, transfixed. To Fluttershy’s surprise, Rainbow didn’t protest, but instead ducked her head meekly. “Sorry, Fluttershy.”

Treehugger looked smug until Fluttershy turned on her. “And you Tree Hugger! I’m ashamed of you! Rainbow Dash is my oldest friend. If I want to be with her first, I will be with her first!”

Tree Hugger looked away. “I’m sorry.”

“You should be! I thought better of you! Now…” Fluttershy felt something go out of her, leaving her calm, if a little embarrassed at being so forthright. She stroked Rainbow’s rump with the frog of her hoof. “Can I…”

Rainbow nodded, and knelt for her again. Fluttershy picked up where she’d left off, losing herself in the texture and the smell of it. Tree Hugger came around to Fluttershy’s side, and started grooming her wing with her mouth. Fluttershy opened her wing, so that she could get at the sensitive inner surface.

Fluttershy wriggled her nose in between Rainbow’s cheeks, and locked her lips around her little double nub. She sucked at it, making Rainbow groan with delight. Her hooves slid over that taut blue bottom, kneading the firm flesh, squeezing it, pulling the cheeks apart and letting them jiggle back into place. Love filled her heart. She wanted to climb inside of Rainbow, but she couldn’t even get the tip of her nose into her tiny opening! Oh well.

Rainbow’s thin but curvy legs started to shake. Her trickle of fruit flavored mare goo became a flood, soaking Fluttershy’s snout and dripping off of her chin. Fluttershy gripped Rainbow’s hind legs with her forelegs, making sure she couldn’t get away. She took Rainbow’s nub lightly in her teeth, and rubbed her tongue against it, hard. Rainbow yelped, and bucked, lifting Fluttershy off the bed. She held on. Tree Hugger came around to Rainbow’s side, ducked under her flapping wings, and wrapped her forelegs around her, helping Fluttershy hold her down.

Rainbow started shaking. Her eyes rolled up into her head. Then she yowled like a cat with her tail stuck in the door, and bucked up into the air, dragging Fluttershy and Tree Hugger up with her. “Came! Came!” she said, collapsing onto the bed in a pile of lithe curves and blue feathers. “Stop licking!”

Fluttershy peeked up over Rainbow’s sweaty, trembling haunch, her muzzle soaked in mare goo. “Was it good?”

“Ahhhhnnnghhh mgh ngh.” Said Rainbow Dash.

Fluttershy grinned. She was good at this! Tree Hugger looked at her, eyes sultry. She raised an eyebrow. Fluttershy nodded. Tree Hugger turned around and lifted her tail. Fluttershy squeed, and flapped over. She ran her hooves over that wide, green bottom — it was softer than it looked; deep, voluptuous,and fleshy. She ran her tongue around her plump lips. Not as silky as Rainbow’s, but still wonderful. She smelled musky, raw, earthy. Fluttershy inhaled, and held the scent in her nose, savoring it. Then she dove in. Tree Hugger was nowhere near as tight as Rainbow, and it wasn’t any trouble to take a deep breath and wriggle her muzzle inside. She rubbed the edge of her hoof against Tree Hugger’s bud, and pushed her muzzle forward, up to her eyeballs in hot, slick, muscular Earth Pony naughty parts. Tree Hugger moaned, and clamped her dreadlocked tail down over Fluttershy’s head, holding her in place. She humped back towards her, magnificent rump jiggling, and cheeks bouncing off Fluttershy’s face.

Tree Hugger’s powerful sexual muscles massaged Fluttershy’s snout. The pressure grew stronger and stronger, until Fluttershy started to worry about her nose getting squished. Also she was almost out of air. She pulled out with a pop, her chin trailing goo.

“You stopped.” moaned Tree Hugger, looking back at her with petulant eyes.

“Air.” said Fluttershy, trying to scrub some of the goo off her face with her hoof. “Also you’re squeezing really hard.”

“Use your hoof,” said Tree Hugger. “It should fit.”

Fluttershy looked at her hoof, and blinked. “This?”

“Please. It’s only thing that really fills me up.”

“Well, okay. If you say so.” She wriggled her hoof in between Tree Hugger’s cheeks. Tree Hugger grinned. Fluttershy bit her lower lip, and kept pushing. Her hoof was already covered in goo from her nose, and by rubbing it against Tree Hugger’s bits, she was able to get it dripping wet. Then she just pushed. It slid right inside. The lips wrapped around her fetlock like a hungry mouth.

“Oh my!” said Fluttershy.

“That's it. You're doing great! Push it. Push it hard,” crooned Tree Hugger. She wiggled her hips impatiently.

Fluttershy pushed. Her leg went in all the way up to the knee before she hit resistance.

“Oh Equus!” yelped Tree Hugger.

“Did I hurt you?” squeaked Fluttershy.

“No. More. Harder. I want to be waddling for a week.” groaned Tree Hugger, trembling.

Fluttershy gulped and did as she was told. She stared in awe at her leg going into Tree Hugger’s butt. It was, without a doubt, the most beautiful thing she had ever seen. Ripples ran through Tree Hugger’s powerful rump with every thrust. Was this what it was like to be a stallion? Wow.

She knew Tree Hugger was coming before she screamed. The powerful foal-bearing muscles inside of her clamped down on her leg so hard the bones ached. Fluttershy was glad she’d gotten her nose out of there! Tree Hugger kept humping as she came, screaming. Her voice was deep, husky and smoky. Fluttershy slid her leg out of Tree Hugger with a pop, leaving her flower gaping as she collapsed on the bed.

Fluttershy sniffed at her leg. It was dripping with thick, creamy mare goo. The fur was matted to her skin. Gross. But hot. And totally worth it. She realized that even though her little flower still ached from Pinkie Pie’s tongue, she needed to come again. She laid down on her back and lifted her hind legs. The two mares came up to kiss her, each in turn, then kissed down her body. Tree Hugger nuzzled her flower. Rainbow Dash licked her bottom, then kissed her under her tail. Fluttershy squeaked in alarm. It felt weird!

"Rainbow!" she squeaked. “Are you sure you want to do that?”

Rainbow grinned. “Sure. Why not? Do you like it?”

Fluttershy blushed. “Yes.” It tingled, and the pressure was... interesting?

“Alright!” said Rainbow Dash. She pushed Fluttershy’s cheeks apart, and dove in like her ass was a full plate at a dinner buffet. Seriously, Rainbow was a terror at those places.

Fluttershy felt nervous, self conscious. She was expected to come. What if she came too fast? Or, more likely, took too long. She tried not to think about it, and focused instead on how it felt. Hooves on her body. Noses bumping her. Tongues inside of her. Her friends, showing their love for her in such a personal way. Warmth built inside of her, an invisible glow that she imagined as blue and green light moving up her body. She felt herself losing control, and fumbled for a pillow. She managed to stuff it over her face just in time to muffle her screams, as pleasure made her brain come apart.