Fluttershy and Alexander

The next day, Fluttershy made her way to Alexander’s home. Before he had left he told her it would be easier for him to explain there… and that he could show her something important.

As the clinic came into view she wondered what she was getting herself into. Is it smart for me to be alone with him now? He hasn’t done anything to me before… that I know of. So I guess I just have to trust him?

She went to knock as she reached the door, only to have it open before she could even get her hoof up. Alexander held the door for her, inviting her in without a word.

“Oh, you saw me coming?” she said, a little surprised.

“‘Sensed’ would be the better word for it,” he said, matter-of-factly. He wanted to be calm and serious for this, hopefully he didn’t over do it.

“‘Sensed’?” she said. They had not gotten to talk about this much yet, and she was starving for information so she could make better sense of it.

“Yeah, comes with the rest of the package. I can feel organic matter around me for a fair distance, and even farther around here,” he said.

“Around here? Why can you sense things better around your clinic?” she said.

“That’s part of what I want to show you, come on,” he said, guiding her to the farthest corner of his home, that corner.

They stopped there, and Alexander collected his thoughts. This is a bad idea… but there’s no going back now, if I’m going to be honest with her I have to show her everything.

“Alexander? You okay?” she said. He was staring at the wall in this corner, and it was starting to get awkward.

“Yeah. Let’s go,” he said, and before she could ask what that meant he touched the wall and it fell away, revealing the darkness beyond.

He has a secret passage in his home? she thought. “...Where does this go?”

“The basement, of course,” he said, with a bit of levity in his voice as he walked into that darkness.

“...Of course,” she said, gingerly following him.

As they entered the hole in the wall Fluttershy immediately felt something was wrong, and when the tunnel lit up, seemingly of its own volition, that feeling only grew.

It was made of… she didn’t know what, bone? It looked too metallic to just be bone, but somehow also looked organic. Every primal instinct in her brain was telling her to turn around and run, and the strange pulsing she was feeling through the floor wasn’t helping. But Alexander strode down the steps as if nothing was wrong.

“O-okay Fluttershy, you can do this…” she whispered to herself. She slowly made her way down, it wasn’t any worse than a changeling hive, right? But it was worse, or at least felt like it was. Hives were made from organic material too, but they were inert, this tunnel felt like it was still alive. Like the tunnel itself could devour her. The entrance closing up by itself didn’t help.

It only got worse when they got to the bottom and the tunnel opened into a vast room with massive spinal columns holding up the high ceiling. The walls were more of that bone-like material, with strange glowing orbs providing illumination spaced out across them, and the floor had a rough fleshy texture to it. Again, Alexander payed no mind to it, walking over to the middle of one of the walls, she started to shake as she followed him.

When he reached his destination he turned and leaned back as if to sit, in the blink of an eye a seat and desk formed out of the floor to meet him, causing Fluttershy to stop dead in her tracks and look at the ground in fear, now extra worried that this place could eat her.

“So here we are. This is where I do most of my studies, what do you think?” he said. She didn’t look very comfortable, which was to be expected.

She looked at him in shock. What do I think? “It’s terrifying! Why does it look like this? What even is this place?” she said.

Alexander looked around at his abode, he knew it wasn’t the nicest looking place, but he thought it had some charm to it. “Well, it looks like this because it’s efficient mostly.”

“Efficient?” she said, falling on her butt from shock, only to jump back up when she felt the strange texture of the floor.

“Yeah. The walls, floor, and even the support columns all look the way they do because that’s the most effective forms I could find for them… though I guess I could have decorated a bit, make the place less off-putting? Never really saw a point to that,” he said. She didn’t look happy about that answer.

“So you can change the way this place looks? Then make it normal please!” she said, almost shouting at him. The way it was now was simply too unnatural for her to take, how did this place not creep him out?

Alexander shrugged, and then it began. The whole room started changing at once. The floors became white and marble-like, the walls did the same, the orbs imbedded in them became brighter, and the columns straightened out while becoming larger and rectangular. They were now standing in a bright, perfectly white room.

“How is that?” he said.

Fluttershy was dumbstruck, they went from horror to… nothing? There was nothing for the eye to focus on, making the room seem to stretch on forever, and it was all so… clean. It didn’t feel real now, like some kind of dream room.

“It’s still kind of, off. It’s not as creepy as before, but it’s... it still feels weird. You know what I mean?” she said. She was glad that he tried, but this wasn’t what she had in mind.

“Hmm… any suggestions then?” he said. He wanted to make her comfortable, but he didn’t really know what that meant in this case. Should he try to make this place look like the guest room? What did she want?

“I don’t know… try and make it more, natural? I guess?” she said.

Natural? he thought. You do realize all of this is natural right? He knew that wasn’t what she was getting at, but what she said would be like saying your own bones or organs weren’t natural, or at least that’s what he thought. No, it’s not like that, she just doesn’t understand yet… hmm, natural, like nature?

Suddenly the room changed again. The floor sprouted a grass-like carpet which spread out from wall to wall, it even smelled of grass. The columns became more circular and grew a bark-like covering. The walls gained a sweeping palette of soft orange colors, making it look like an eternal sunset. The light orbs moved up to the ceiling, which was now mix of blues and teals like a nights sky, the orbs breaking up and becoming smaller, like stars.

Fluttershy sat down in awe at the new room, the floor felt like real grass now, and the rest of it was an underground forest paradise, like something from a fairytale.

“How’s this?” he said, bringing her back to reality.

She looked at him, he was sitting at a normal desk made of wood now, or at least it looked normal. “It’s beautiful…” she said, before remembering that she was here for answers. “How did you do this? Changing the whole room?”

“Thanks. And as for the room, I’ve already told you how, you just haven’t put the pieces together yet. I’ll give you a hint, what is it easier for me to change?” he said. He probably shouldn’t play games with her, but her wanted to lighten the mood a bit.

As she walked closer to his desk, she thought about what he was saying, even as a plush grassy chair formed out of the floor for her to sit in she stayed wrapped in her thoughts. He told me it was easier for him to change his own body… never explained why it was easier, but if that’s what he’s talking about. She paused and looked around the room again, the answer was clear, but beyond belief, “This room… it’s you?” she finally said.

“My flesh to be specific, but yes, this ‘room’ is me,” he said, smiling.

The thought that she was basically sitting on a part of him distracted her for a moment, but she remained composed. “How? This place is huge! Big enough to hold up your house, how could you possible make this?”

“Time. Time and efficiency. Think about how much the average pony eats in a year, now imagine if our bodies could process 100% of that food, imagine if we could just keep on growing. That was the breakthrough that let me make, or rather, grow this place,” he said, hoping his explanation made sense.

“So… what? You fed some of your own flesh until it grew into this room?” she said.

“Sort of, yes. At the beginning that’s more or less what I did, but once it got big enough I made the place self-sufficient, so it could grow and maintain itself without me worrying about it. Speaking of which, remember what I said? About sensing you around here?” he said.

She did remember, his senses reached farther around here apparently. If his senses are centered on his own body, then the only way for him to sense farther would be… “...How far does this place reach?” she said, shocked but curious at the realization.

“Far enough for me to know when I have visitors,” he said, being coy about it, he couldn’t give her a good answer anyway. “Measuring the total biomass isn’t easy, but it’s more than I should ever reasonably need. So I don’t really think about it anymore.” He really didn’t think about it anymore, he had what he needed to live his life and that was enough for him.

“O… kay, I think, I have more questions. A lot more questions,” she said. She wasn’t sure what to think, she was basically inside a single chamber of what had to be a huge mass of flesh. How do you even begin to figure this all out? Well, she was going to try, that much was certain.

At least she didn’t seem as freaked out anymore, she was taking it rather well in fact, which eased his mind greatly. So what were a few more questions? “By all means, ask away...”

~ ~ ~

After what felt like hours worth of questions, Fluttershy was starting to lose steam, but at least she had a better idea of what was going on. “Wow, this is all kind of… scary, especially those memories,” she said. What he had told her about the original users of this power was unnerving and tragic. “What were they thinking abusing their power like that?”

“They weren’t thinking, that was the problem. Instead of using this for something worthwhile they let it go to their heads,” he said. He didn’t want to make the mistake they had, or share their fate because of it.

“Such a shame, they could have helped some many ponies… but now you can help everypony, right?” she said. She was sure he could do good with this ability, she just had to encourage him.

Alexander balked at that, “...Shy, love, do you really think it would be safe for me to tell anypony but you? You may be understanding about this, but I sincerely doubt anypony else will be,” he said.

“Aww, it won’t be that bad! Ponies just need to get to know you first, then they will know you mean well,” she said. It looked like she was going to have to warm him up to the idea.

“My, how sappy…” he said. Fluttershy stuck her tongue out at his sarcasm, which earned a laugh out of him. Hmm, she seems surprisingly relaxed, I wonder… “You know… we haven’t spent much time together lately, have we?”

“Huh? What are y-oh! You mean, alone…” she said, blushing. “I-is this really the time for that?”

“Well, with the forest backdrop I can’t help but think of a certain picnic we had a little while ago…” he said. She did look wonderful with the horizon background and the soft light.

“Oh… that’s right,” she said. She was thinking about the picnic now… and getting a bit excited. “I guess we could go up to the guest room and… mess around a little.”

“Heh, why walk all the way upstairs?” he said. As he finished, a massive quarter-circle bed formed in a corner of the room.

Fluttershy looked at the new bed, wondering if she should really do this down here. She looked back to Alexander, who simply held up a hoof toward the bed, inviting her to inspect it herself. Well, I can at least give it a chance, he deserves that much, she thought.

She got up and made her way to the corner bed, it was covered in vibrant red sheets, or at least that’s what it looked like. She went to feel those sheets, and was amazed at the sensation she got from them. They were smooth and silky, like the highest quality velvet she had ever touched. She couldn’t help but crawl onto the bed to get a better feel, she sank a bit into the bed, it had some give but at the same time held her up with a firmness, as if it was trying to cradle her body. She gave into temptation and rolled over to feel it across her skin and not just her hooves.

It felt amazing, almost like a cloud. She imagined making love on this bed and couldn’t think of anything she could want more in this moment, and the things he could do to her, the possibilities were endless, weren’t they?

Seeing her enjoying the bed, Alexander took off his glasses and put them on the desk as her started walking over. His vest and tie absorbed and disappeared into his coat as he reached her, “Enjoying yourself?”

“Yes! How did you make this so soft?” she said.

He laughed, “You really want the answer to that?”

She giggled, “I guess not… so, where do you want to start?” Any reservations she had about having sex down here were long gone, if he could enhance the experience better here, then why not? In fact…

“Well, how about some light teasing to begin?” he said, as he started to caress her body with his hooves.

“Wait…” she said, stopping him before he could too far with the foreplay. He looked at her curiously, “You can change things right? So, could you… spice things up? If you wanted?” She was embarrassed to ask, but so intrigued by the idea that she wanted to see what he could do.

He just smirked, and made a show of bringing one of his hooves down to her skin.

As soon as it made contact she felt a pulse of pleasure rush through her, emanating from where his hoof touched, “W-what are you doing? It feels so good,” she said, savoring the pulses of pleasure as they came.

“Oh, just stimulating your pleasure-receptors directly, nothing fancy,” he said, slowly moving his hoof down her body toward her breasts.

As he reached her breasts the pleasure she felt got stronger, It must feel better the more sensitive the area is… she thought, which was confirmed when he passed over one of her nipples and felt a sudden spike in pleasure.

He looked her in the eyes as he swirled his hoof around her breasts, glancing across one of her nipples every now and then. She was breathing heavy and softly moaning just from this teasing, he wondered what would happen to her when he did this…

His hoof started going down her body again, there was only one place he could be reaching for. She bit her lower lip in anticipation, hoping she could hold out against whatever happened.

He reached her pussy and held his hoof against those lips, causing her to moan out and arch her back, almost bucking into his hoof.

It was overwhelming, the pulses through her pussy, her clit especially, was too much. She’d be climaxing in moments if she let him keep this up, “Ah… s-stop, sto-ahh,” she said.

He relented, taking his hoof off of her so she could catch her breath. He looked at the results of his teasing and couldn’t help but be pleased, she was nice and wet, juices flowing out of her already.

“T-that’s… cheating! I-ah, can’t deal with that,” she said, short of breath. While she enjoyed that, immensely, she wanted to share in their pleasure, not just have her body forced into an orgasim so easily.

“OK, then what would you like me to do?” he said. He was enjoying playing with her like this, and was wondering how far she’d let him go.

“How about, well, um…” she said. She had an idea for this, but it was so embarrassing, still, she wanted to see if he’d do this for her. “M-my clit, could you, make it more sensitive? Or something?” She brought her wings up to cover her blush.

He chuckled, “Oh? Kinky, you really are such a naughty mare,” he said, making her cover her face even more. But as he moved his hoof to tug at her clit, he could see her peering out from in-between some of her feathers. She even winked for him so he could get a hold of that clit easier. Now, I could make this lovely button more sensitive, but I have a more fun idea, he thought.

She felt a sudden tingling sensation, her clit burning up as he did something to it. When he was done, it felt, engorged? She leaned up to get a better look and gasped when she saw it. Her little love button of a clit was now a big juicy strawberry of a clit. He let go of it and it slipped back into her, causing another gasp. It was so big that her own inner walls squeezed at it, making her heat up from that feeling alone. She winked it again to get another look at it, only for him to flick it, causing her to flop back onto the bed, her back arching from the jolt of pleasure that raced up her body.

“How’s that?” he said, knowing full well the effect it was having on her.

It wasn’t that it was more sensitive now, rather, there was so much more of her clit to hit that even that casual flick sent her reeling. What’s it going to feel like during sex? she thought. She couldn’t get the question out of her mind now, she had to know, “Put it in…” she begged.

“That good huh? Well OK then,” he said, positioning himself over her, the bed adjusting its height so that her soaked pussy was perfectly lined up with his hard-on.

He pushed at her entrance, and she bit her lip again. She knew she wouldn’t be able to hold out for long, but she wanted to try. His tip pushed into her with relative ease, but got stuck on her swollen clit, causing her to whimper from the pleasing pressure. He shoved his hips forward, forcing the flare past the bump and roughly stimulating it. She almost screamed from the sudden pleasure, digging her forehooves into the bed to press against him.

She could feel everything, her clit didn’t just drag across his tip, but as he slipped farther into her she could feel it scraping hard across every inch of his shaft. She gave up trying to hold back, and took deep moaning breaths. He wasn’t even to the ring yet and she was breaking down.

As if on cue, she felt that ring press against her entrance. She looked at him, waiting for the inevitable. He gave her a gentle smile, and then slammed the ring past her clit, making her scream for real, her loud moan echoing off of the walls.

Hmm, I wonder if I should let her get used to this a little… or I could show her no mercy and send her right off the deep end! Grinning, he started using short rapid thrusts to slam his ring against her clit over and over.

She gushed over his cock as it plowed into her, her walls clenching him on their own as she wailed in ecstasy. She had gotten somewhat used to his size before, but with her clit like this she wasn’t ready for how hard the pleasure was hitting her. Her body shuddered and bucked, her back legs kicked around his waist. She couldn’t take this for long…

He started thrusting deeper, but kept up the speed, making sure to assault that new clit with his ring every time. Her wings snapped open and she cried out, her inner walls clenching hard on him as he continued pounding her over the edge. Her body quivered under him as he extended her orgasim, never stopping his thrusting.

Finally, after what felt like ages, she came down enough that she could catch her breath, or at least try to. He was still going, forcing quick little moans from her. She closed her eyes and tried to focus, she couldn’t let him get her that easy.

He felt her insides start to tug at his cock, Guess she got her second wind, OK then, let’s go even harder, he thought, thrusting even deeper into her, slamming as much of his meat into her as he could, smashing her clit with his ring and meeting her cervix with his tip.

She started bucking again at that, her body overwhelmed by the extra sensations. Have to… try… harder, she thought, grabbing his forelegs with her own for support, she actually humped back as she squeezed him with her pussy.

He started huffing, she seemed damn determined to give as much as she got. But he had an idea, something he wanted to try but never thought he could find a mare who would do it with him. He slowed a bit as he focused, he needed to loosen up a particular part of hers…

She was swimming in a sea of bliss and pleasure, her attempt to keep up seemed to work, he was thrusting slower now, trying to maintain his composure, she thought. But it just made the sex feel that much better for her too, now she was sloppily humping at him hoping he’d give out soon before she hit another orgasm. As she tried desperately not to go under, she felt him pounding hard against her womb, which didn’t seem that odd considering how heated they tended to get. What was odd, was feeling him hit her cervix, and keep going. Can… that even happen? she thought, too out of it to really think about it.

Huh, feels nice. Like entering her all over again, he thought, his tip squeezing through her cervix with every thrust. He couldn’t really go that much deeper, but it was an interesting feeling. And since he wasn’t going to be able to hold out much longer he might as well put it to use. He picked up the pace, rocking his hips and body as fast as he could for all they were worth, earning some louder moans from his lover. And just as he hit his limit, he shoved himself deep into her, his tip flaring up inside her womb.

She was melting again, just like their first morning together, pure heat was overtaking her body, but somehow, it felt even more real this time. Her body arched so hard she lifted herself off of the bed as she moaned her lungs out.

He tugged on his member, trying to keep thrusting like he usually does, but his tip was stuck in her womb, the flare too big to pull out now. He could feel ropes of his cum splatter against her womb and spray back onto his tip, and realized that if he couldn’t get the tip out, then the cum wouldn’t get out either. Well, this will be interesting, he thought, deciding to ride out his orgasim like this, feeling her womb slowly fill and swell with his cum.

The warmth kept spreading, filling her body. She could barely think through her massive climax, she was lucky to stay conscious. With the feeling letting off some, she finally collapsed into the bed, gasping for air. When her mind stopped being so clouded over, she looked up at him, and noticed he wasn’t moving, Huh… he never stops thrusting after the first time… she thought, looking down to double-check if he was moving or not. What she saw knocked some sense into her, she now had a bulging belly, even bigger than it had been that first morning.

“Wha-what? How? I-is that normal?” she said, in disbelief at what she was seeing. She could actually feel it, all of his cum, and his tip were in her womb.

He looked at her with a tilted head, “Hmm? Normal?” he said, placing a hoof gently on her puffed up belly. “This? Yes actually, this is normal.”

“What?” she said. How could this be normal?

“Well, when most mares get relaxed enough the cervix can open up for penetration, but, uhh…” he said, pausing as if he was embarrassed for once. “You had a tight cervix and I’m as thick as one of your legs, so I had to… loosen you up a little. I hope you don’t mind.” He put on a big innocent smile.

Her mind was spinning… he was a doctor, and with his bio senses probably knew more about her own body than she did. But it was still crazy, “Okay, sure. But now how are we going to fix that?” she said, pointing at her oversized stomach.

“Oh, that’s easy,” he said, softly pushing down on her belly.

She felt a tingling sensation in her abdomen as she watched the bulge shrink away, until there was nothing left of it or the feeling of cum in her womb, she actually felt invigorated for some reason too. She looked from her belly back to him.

“There we go, problem solved,” he said, pulling his no longer flared tip from her womb so he could start thrusting again.

She let herself fall back from leaning up, and as she stared at the ceiling while he worked her over, “So you… ahh, can just… mmmph, clean it al-hahh, all up?” she said. Mulling over what that could mean for their sex life.

“Yup, it’s easy, even easier here,” he said, keeping a nice steady rhythm going.

She thought that over for a second, So no mess? No matter how hard we go at it? “...Rut me” she said, her tone deep and lusty.

That caught him off guard, “What?” he said. Did she really…

“You heard me!” she said, looking him dead in his eyes. “Rut. Me. Silly.”

Well, there was no saying no to that, he pulled her closer and started thrusting harder, he was going to test her endurance for real now. She gladly returned the favor, humping back as best she could.

~ ~ ~

After what felt like hours, he was sure she was too out of it to actually enjoy what he was doing to her any more. So he gave a couple more thrusts and emptied himself into her again, bloating her full womb even more. Was that the 10th time? The 12th? She moaned a little at the sensation, even while passed out, her body twitching a bit. Spent, he pulled himself out of her womb and pussy, cum gushing out of her. The stuff was all over at this point, but nothing he couldn’t fix.

He had the bed absorb all of the excess cum and sweat, and he took care of her bloated belly again, helping her body rapidly breakdown and absorb the cum in her womb. That done, he scooped her up and climbed onto the bed himself. What a long day, but worth every moment. With a thought the sheets wrapped around them as he embraced her tightly, with a kiss to her head, he allowed himself to finally drift off to sleep.