Fluttershy was snug, her fingers coiled around the hem of her blanket as she slept. The moonlight crept through the crack in the curtains, night’s presence hadn’t been around for long, but Fluttershy had decided to lay her head down for an early night. However, she stirred awake, propping herself up in bed with a start; startled as a loud banging coming from downstairs, her front door sounding as it was receiving a barrage of blows. She climbed out of bed, grabbing her dressing gown to keep herself looking decent as she reluctantly left the confines of her room. She kept her arms close to her chest as she descended the stairs, the banging increasing in volume. Whoever it was, they were growing impatient. She reached the door, and the person on the other side struck it with such ferocity it looked as though it threatened to come off the hinges. She squeaked as she reached for the handle, recoiling, before steeling herself and trying again. She didn’t want to keep them waiting.

“R-Rainbow?” she yelped, recognising the cerulean figure of her friend. Rainbow was keeled over, one hand on the door frame, practically dripping with sweat. Fluttershy followed the other limb, her friend panting like a dog, her eyes opening what at what she saw.

Rainbow’s hand was wrapped around the hilt of a gargantuan cock on her naked lower half, pumping the massive member as it throbbed in her hand, and her body felt an immediate reaction to the sight. The bestial member clearly belonged to a horse, yet it was cyan and was attached to her friend, along with a pair of swollen cantaloupe sized balls. Fluttershy thought the sight monstrous, yet her body did appear to think that. She was paralysed in place, her legs stiffening, her pussy clenching around an imaginary tool; already she desired to be filled. Fluttershy knew that this wasn’t her, but her inhibitions seem to melt away like chocolate in the sun, and she didn’t know why. Her nostrils flared, and her legs tightened together, already her panties were soaking; droplets of her love juice dripping onto the floor, her lungs becoming greedy for air, her nostrils filling with the strong smell of musk.

Rainbow wasted no time in judging whether she was under the effects or not. Maybe her other friends were just outrageously perverted and insatiably hungry for cock, and it was purely a coincidence, but Fluttershy? Rainbow swore she was abstinent, which was a shame, as even prior to acquiring her member she was always envious of the animal lover’s body. A gigantic pair of breasts, wide jean stretching hips, and legs which seemed to go on forever. She pounced forward like a starving predator, mashing her lips against her yellow friend, her arms wrapping around to massage the sensitive joints on her furled wings. Fluttershy did yelp upon their smashing of their lips but immediately began to moan into her friend’s mouth, exchanging saliva. Rainbow tasted mint on Fluttershy’s teeth and smiled at remembering her last meal: Pinkie Pie’s pie. Maybe she’d have dessert out of Fluttershy?

Fluttershy felt Rainbow’s dick protruding through her thighs. She could feel the veins pulsate against her sex, and she began to grind her concealed clit against the hilt of Rainbow’s cock, and she struggled to remain standing; the pleasure wracking her entire body and made her legs shook. She had… touched herself before, but for some reason, even through the thin layer of silk feeling Rainbow’s girthy cock far exceeded anything done by her own fingers.

“Flutters,” Rainbow growled like a sex hungry beast in Fluttershy’s mouth, one of her hands squeezing Fluttershy’s massive breasts, gripping the erect tit through the gown with her thumb and forefinger.

“S-Shouldn’t we… “ Fluttershy stopped when a groan got caught in her throat, Rainbow tugging at the tit with a horny grin.

“I want to fuck you right here, right now!” she demanded, leaning forward, suckling at her neck; her hands working at undressing the woman. Rainbow could feel the cold breeze coming through the open door, but she didn't care. All of ponyville could’ve been watching and she wouldn’t have stopped. She began to thrust against Fluttershy’s cunt, reciprocating into her grinding hips. She freed Fluttershy’s breasts from the gown, the mounds contained within a purple see-through nightie, the pink nipple capping her yellow mound pushed against the fabric; practically begging Rainbow’s lips to wrap around it.

Rather than spending any second of time not necessary in removing what little she had on her, Rainbow tore the thin purple mesh like material with a growl. Fluttershy eeped as Rainbow descended on her chest like a hungry hawk, her lips sealing around one of the teats, her tongue flicking at the erect nub; her hand gripping the other tightly, groping the sizable breast.

Fluttershy watched as she bit her bottom lip in a vice like grip between her teeth, her legs on the verge of giving out. Her head was empty, barring lust of course. Feeling that powerful weapon of a cock between her thighs made her thinking more aligned with that of Rainbow. Just thinking about that massive member inside of her just made her… just made her…

“Meep!” she squeaked like a frightened mouse when her legs gave out, falling backwards. She braced, ready for pain, but surprisingly she found her fall halted. She felt Rainbow’s arm tight around her midriff, mouth still attached to her breast.

Gradually they fell together, Fluttershy moaning as Rainbow’s tongue slashed across her nipple like a sword. Fluttershy could feel Rainbow’s head prodding against her snatch, only a thin layer of silk between her and fufillment. Rainbow began to work her way down her conquest, kissing the girl’s breast before trailing downward, leaving a trail of pecks on her way downward in a surprising display of restraint. Her fingertips trailed down Fluttershy’s body, feeling every inch of the woman’s body, caressing the curves. Fluttershy whimpered like a bitch in heat. Rainbow’s touch felt like it went deeper than her skin as if every finger tip was a spike that made her body quiver with euphoria every second they remained on her. Her hips did sporadic little thrusts, a desperation filling her as the tip of Rainbow’s cock left her cunt, relief coming quickly as she felt Rainbow’s breath against her moist slit.

Fluttershy suppressed a moan, one of Rainbow’s slender digits pressed against the soaked panties, one of her fingers tracing down one of the puffy lips; pleasure burning throughout her like a forest fire. Rainbow’s finger hooked around the side of the slimy apparel, the athlete grinning at feeling Fluttershy’s sopping wet folds beneath the tips of her finger. She pulled it to the side, seeing Fluttershy’s treasure for the first time. It was neat, looking like a pink rose. She grinned at hearing her friends squeaks and moans, her hand parting the metals, exposing the pink flesh to her warm breath.

Rainbow had decided her next act was selfish, but in reality, it was what Fluttershy desperately wanted, even if she didn’t beg for it. Fluttershy was a few octaves short of a scream, Rainbow’s wet moist muscle descended upon Fluttershy’s cunt with a ravenous appetite, licking laboriously slow from bottom to top; her tongue working at exposing the little love nub, her tongue licking at the sensitive bundle of nerves. Fluttershy instinctively brought her hands down to Rainbow’s head, fingers wrapping around the messy bundle of hair, her hips raising up as Rainbow lapped at the honeypot.

Rainbow feasted on the nectar. Her friend tasted bittersweet, and she couldn’t get enough of it. Her cock pulsated beneath her stomach, and as she passed her tongue through the petals and delved inside of the tight love canal, she could wait to feel the walls parting for her cock. She could scarcely spread her friend apart, she was sure it would have been tight enough to snap her knuckle off if she had the courage to try. Suddenly, all too quickly, she felt Fluttershy’s thighs clamp to the sides of her head; her hole clenching with spasm, orgasm wracking her body astonishingly quick.

Rainbow arched a brow as Fluttershy rode the bliss, her body going limp. Hair trigger, she thought with a smile and climbed onto her knees, her hands spreading apart Fluttershy’s legs at the thighs. Rainbow shuffled forward until the length of her cock was resting unceremoniously on Fluttershy’s stomach, the gargantuan foot and a half long cock ending just below the girl’s huge breasts; her churning sack pressing against the moist hole. She did this because she found the sight amazing. This massive monster of a cock would soon be inside the girl, and it would be glorious.

Fluttershy writhed under its weight, feeling the warmth, it's throbbing masculinity. The contrast of such an organ on her friend, her lithe feminine body being ownership to such an obelisk of flesh was erotically stimulating. She was tempted to reach out and touch it, but a childish part of her was afraid of its twitching. It radiated power, and she felt submissive to it and wanted to please it with every fibre of her being. She wanted it inside her.

“P-please,” she whimpered, biting her lip. “Put it in.”

“What?” Rainbow replied roguishly, gyrating her hips slightly, her member sliding up and down Fluttershy’s stomach; teasing the butter coated woman. “What do you want?”

“I want it,” she squirmed, biting her lip. “I want it… I want it…”

“Where?” she teased, the unflared tip of her cock dragging down the girl, leaving a sticky trail of pre in its wake. She hesitated in pressing her cock against the pantie covered hole. Not out of reluctance, but to provoke the shy girl.

“In my cunny,” she blurted with reddened cheeks, grinding her clit against the tip of Rainbow’s cock, hoping to tempt Rainbow into fucking her with unbridled lust… she was correct.

Rainbow pressured her hips forward, tearing through the thin wet fabric with a powerful thrust, the tip of her cock being swallowed by a pair of wet lips, burying an inch inside of Fluttershy; prompting a shriek of ecstasy from the winged woman. Rainbow tried her best, but she curled over, moaning in her closed mouth. It was far tighter than anything she had been in prior, the walls squeezing upon her dick like a vice. Fluttershy already felt on the edge of having her second orgasm, her eyes began to well with tears, but the pleasure overshadowed the pain like a mountain. The horse cock was so big it stretched her nice and wide, making her feel already beyond full, yet she wanted more.

Rainbow was so overcome with pleasure she was surprised when Fluttershy took the initiative, bending her legs and pushing herself downward, sinking more of the cock into her slot. Not one to abandon her role, Rainbow gripped the woman’s wide hips, her fingers sinking deep in the flesh before she jutted her cock forward. Rainbow found that she was surprised again, but this time she wore a grin. Fluttershy instinctively threw her body up, wings flaring out her full span as her pussy spasmed around Rainbow’s member, orgasm coursing throughout her yet again; gasping happily.

Space between them considerably lessened, Rainbow reached out to wrap an arm around Fluttershy’s neck, growling as she locked their lips together in a messy kiss. They both found pleasure as their breasts mashed together, the sensitive buds capping Fluttershy’s pillowy breasts prompted them both to squeal as their nipples ground over each other, furthering the good sensations they were both feeling. Her hips, spurred on by lust, moved forward of their own accord. Fluttershy groaned in Rainbow’s mouth. Despite how wide her cunt was spread apart, there was still a friction, that caused every inch that slit swallowed to sunder her body with quivering bliss. Deep inside her, she could feel a contrasting hotness. She felt the copious and seemingly unending pre pour within her, and every time Rainbow shoved more of herself inside, pressure caused some of it to spill out; matting her thighs and slicking more of Rainbow’s length for the inevitable penetration.

Fluttershy groaned, half in pleasure and half in pain as she felt the wide tip press against her cervix. With a forceful shove, Rainbow penetrated the inner barrier and Fluttershy cried out in pain and ecstasy as her body shook, the tide of orgasm had washed over her; leaving her putty in the cerulean herm’s hands. Rainbow’s throat growled in a low moan of satisfaction, her entire cock swelling up and her tip flaring, spreading the girl’s overburdened tunnel wider as the athlete groaned. Rainbow would have chastised herself for cumming so early, but in her defence, Fluttershy’s love canal was agonisingly tight. Fluttershy’s eyes rolled into the back of her head, tongue lolling from her mouth as she felt her womb fill with Rainbow’s seed. It was so great in quantity that she felt it fill the entirety of her cunt, before spilling out onto the floor into a quickly growing pool.

Rainbow Dash was surprised again, but not by Fluttershy this time, it was her own body instead. She remained hard inside Fluttershy’s pussy, her turgid member continued to throb in Fluttershy’s snatch. She grit her teeth, the sensitive cock-flesh causing her to gasp, Fluttershy’s cunt still clenching around the fuckstick. Despite this, the yellow coated girl appeared to try and fight what her body wanted, leaving Rainbow’s embrace and attempted to crawl away; all the while moaning as inch after inch of the cock left her pussy with a loud schlick, which would have made her blush if she was even capable of feeling shame at the moment.

Fluttershy went wide eyed when she felt her advance stopped by a pair of hands on her ass. Looking over her shoulder she saw a look of desperation on Rainbow Dash’s face, her still solid, cum covered cock embedded within her. She felt herself being dragged back, partly because she was being pulled back to join Rainbow back at the hip, and because of an overwhelming part of her desired round two; crawling back with a sheepish expression.

When all but several inches of Rainbow’s cock was exposed to the air, she thrust forward with all the intensity of bull ramming its victim, the sound of Fluttershy’s gasp and smacking flesh was a loud but not a wholly unpleasant tune to Rainbow’s ears. She felt ready to fuck her friend into the ground, but not before a malicious idea entered into her head. She remembered the reaction Fluttershy felt when her fingers brushed the joints of her wings, the sensitive joints likely as pleasurable if not just as pleasurable as drawing circles around her clit. Afterall, they were both essentially concentrations of nerve endings, one just happened to be more intimately placed than the other. Rainbow hypothesised a near torturously pleasurable experience for her friend, if Fluttershy’s quickness to orgasm was reliable from just one hilting of her cock, then she couldn’t fathom the rapture she’d feel if she fucked her mercilessly whilst stimulated every possible erogenous zone she could… so she resolved to do just that.

Fluttershy released a high pitched moan, caught by surprise to feel Rainbow curling over, both of her hands sliding up her sides to lightly grip the joints of her unfurled wings. The stiff appendages twitched under Rainbow’s touch, and Rainbow could feel the reaction of Fluttershy’s body around her member, the moist canal doing its best to milk her own appendage the best it could. She wanted to be fucked. Hard. Rainbow massaged the joint before pressing her fingers into the humerus, stroking up and down, mimicking the pumping action she’d have acted on her own cock. Only now, she wasn’t expecting and the explosive and sticky finale, not from the wing anyway. The same could be said of her own throbbing tool. Speaking of which…

She withdrew a few inches, pulling out as far as she could without being out of reach of the other girl’s wings, and grunted as she thrust back in. Rainbow yelped as Fluttershy fell, her arms giving out; Rainbow seeing her dazed and blissful, prompting Rainbow to smile as she felt the familiar contractions around her cock of Fluttershy’s orgasm. Well… this is going to be fun, Rainbow thought whilst adjusting herself, angling her cock to make thrusting a simpler endeavour.

Fluttershy didn’t have it in her to moan. Her mouth simply lay open, lips curved upward in a smile as she wore a thousand yard stare, her mind empty of anything but the pleasure she was experiencing. The disgustingly erotic sound of smacking hips and the wet smacks of Rainbow burying to the hilt inside of Fluttershy filled the room. Rainbow on occasion, in a gesture of mutually shared passion, planted little kisses wherever she could on the girl’s back; sometimes even going as far as to nibble at the sensitive flesh at the joints of her wings, prompting a mini-orgasm to wrack the girl she was fucking. Soon, she was pistoning in and out of the girl at a rapidly increasing pace, huffing and grunting like a beast as every nerve ending on her cock was stimulated. It wasn’t too long until Rainbow felt a familiar sensation at the base of her cock, her own orgasm quickly approaching, Fluttershy’s near-unendingly spasming cunt bringing her quicker to her release.

Fluttershy gargled out a moan of bliss as Rainbow hilted inside her, her second cream filling was just as good as the last, her legs twitching as her cunt overflowed with Rainbow’s seed. Rainbow sighed happily, body limp on Fluttershy’s back, tongue lolled from her mouth. She rode the afterglow for some time, but eyes parted wide in a mixture of alarm and surprise when she still a particular organ’s overstayed presence. She withdrew her cock from the woman-made-sheath Fluttershy and bit her lip, her cock’s sensitive flesh still being stimulated by the now cavernous cunt. She was still rock solid. A part of her was worried, but the screamingly loud, almost instinctive part of her demanded she continue fucking.

Abandoning all pretence this was a mutually beneficial affair, Rainbow pulled away. Her hands gripped at the sides of Fluttershy’s ass and wasting no time, almost treating it as a life or death situation, she immediately began to thrust into her friend with the intensity of a jackhammer; pulling half her mast out before plunging entirely to the hilt, trying to go as deep into her friend as possible. She gave a whinny of a moan as she pulled Fluttershy to her hips, always closing the gap with a short but powerful thrust, before pushing Fluttershy forward and repeating the motion. Meanwhile, Fluttershy lay still on the floor. There was nothing else to perceive except the pleasure she was drowning in. She didn’t even react when Rainbow delivered a swift smack to her rump in frustration, leaving the cheek reddened.

The sex had quickly gone from a want to an obligation Rainbow felt her body needed to keep to. Her erection became almost painful, and instead of the pleasure she was so selfishly pursuing before, her thoughts had unknowingly gone to another more animalistic purpose. She wanted to breed Fluttershy. Make her cunt and womb so overflowing with her seed that there would be no doubt she’d be carrying her children. She lost all semblance of rhythm, fucking the abused hole with as much force as she could, her fingers digging into Fluttershy’s expansive ass as she continuously plunged into the pleasurable depths. At last, this time the orgasm feeling like a lightning strike on every nerve, Rainbow came. She snorted as she buried balls deep into Fluttershy, the wide and stretched cunt doing a bad job of keeping the gallons of cum that churned from Rainbow’s balls from staying in, pouring out in a steady trickle from Fluttershy’s fuck hole.

Rainbow finally achieved relief and felt her cock gradually soften, carefully pulling herself free so that she stimulated anymore. She broke from her stupor with a worried frown, her hands pulling back to her chest as she looked at her friend. Fluttershy appeared thoroughly broken, and this wasn’t isolated to the wide stretched cunt, that only moments ago was a tight beautiful flower. She rose to her feet wrought with guilt, biting her lip, she couldn’t help but find the sight erotic; closing her eyes too quickly the banish the thoughts from her head lest she get hard once more. She grimaced as she stepped back out from the home, leaving Fluttershy face down ass up, hole dribbling with cum. She would have done more to help put her friend in a more dignified position, but she worried too long staring at Fluttershy’s naked body would have started the cycle over again. She gave Fluttershy a whispered apology as she closed the door, promising she would make it up to her at a later date.

This wasn’t her, she knew that. In fact, none of her friends were them as far she could tell. Fluttershy appeared a junkie for her cock, even if she was too shy to beg for it. Pinkie gave no care as she fucked Rainbow in her place of employment, Rarity appeared to become an unsophisticated cock hungry slut, and the normally dominating Applejack became a slave to it. Something wasn’t right, and she knew just the girl to help her find out…

Author's Note

I apologise how long this took. Illness + Deadlines for other fics = Long delay. I am sincerely sorry. Also, I saw still for like five minutes when I wrote 'turgid member' and considering whether or not that sounds disgusting or not. Thankfully you already blew your load or something whilst reading and didn't pay attention to my choice of vocabulary, but I just thought it was worth mentioning. Also, if you noticed a weird change in the quality, just attribute it to the fact that it's been awhile I last wrote clop.

Also, writing to this was the weirdest shit ever.