Timid Little Secrets

As mid-day rolled around Me and Twilight were sitting in front of each other, nursing our cups of tea (Twilight managed to get to Zecora’s and was caught heading back, I found her saddlebags a few ‘hooves’ away from where she was frozen), taking moments to look over at the other.

“So… you’ve had this ‘stare’ since you were a filly?” she asked, her curiosity highly restrained by the looks of it as she tries her best to not overwhelm me with questions… didn’t make the notebook and quill any less visible.

“Since I got my cutie mark, it just suddenly appeared.” I said, like with Angel’s origin, this was another memory of old Fluttershy that I had been given from her journal.

“And… you assume it’s magical in nature?”

“Well what else could it be? It was a special look that had an actual trigger, and caused animals, maybe even other creatures, to be receptive to my demands, and it reacted with my other magic… it’s weird, I half expected this change to turn me to a feral mindset like those stories of werewolves.”

“I guess that is a fair question, do you mind if I give your body a medical scan to check what’s going on?”

“Well… it’d be strange, but I know better than to delay any kind of check-up, and I trust you, Twilight.”

“Yeah, I can see that, what with your job as… what was it again?” she says as she worked on the spell, allowing me to give you fans the answer you were looking for!

“I’m a naturalist animal caretaker, a Beastkeeper.” I answered.

“Yeah sorry, I’ve never heard much of that profession, it’s so strange, the books have so little, they say you’re like… farmers and pet-merchants?”

“Oh no, it’s much more complicated than that, our jobs are to take care of animals that can’t function out in the wild. I use the natural resources around me to help feed them and maintain their habitats, such as the stream that allows me to catch fishes during their migrations, and the gathering of wild-plants at the edge of the forest. I get my income by selling the animal products, commissions for caring for a pony’s pet temporarily, contributing directly to relocations efforts, and allowing ponies to adopt some of the adorable creatures so they find a new home. Normally you need a team of ponies and the structure housing them needs to be a lot larger, however my talent lets me understand the creatures and effectively optimize my home to cater to all their needs and act naturally sustainable without too much effort or purchased materials.”

Twilight ended up stopping the spell for a moment and blinked in surprise. “Wow… that just answered every question I could have on that…”

“You’re welcome!”

“Back on topic, I think I’ve gotten… woah.” she stated dumbly before continuing on. “I found the source of the Cockatrice traits… and it’s clinging onto your mana font.”

“My what?”

“Mana font, the technical ‘heart’ of the magic flowing through your body, it hasn’t entered it, it’s just latched onto the outside of it, matching its pulsations.”

To clarify, I can’t actually see what she was, but from what I’m imagining, it was just one small orb sticking to the side of a larger glowing one.

“And… what does that mean?”

“It means that it’s not a merging of magics, it’s more like… you enchanted yourself using the animal’s own essence, and we’re lucky it was your magic alone used to cause this, it means your body was able to safely metabolize the shift.”

“Safely Metabolize? You mean I could’ve rejected it?” I ask, quite worried.

“Yes, if another source of magic caused this, it’d leave your own mana-field destabilized, and that would mean the animal essence would’ve taken over. Considering this ‘stare’ ability-from what you’ve told me-draws the target’s attention and drains the will to fight so long as they retain eye contact, that means it would’ve started from the head down, immediately taking your consciousness out of the fight.”

“Wait… then how come the anthro spell didn’t cause me to act like a minotaur when your magic was used to cast it?”

“Because we used an immensely complicated transformation ritual spell that requires extremely rare materials like adult dragon scales, and was using genetic essence from hair, not magical essence from a living creature!”

“Oh.” her sudden outburst made me rather sheepish all of a sudden, like a foal caught with their hoof in the cookie jar.

“Fluttershy, I’m sorry for yelling, I’m just… trying to process all this, it’s not your fault this happened, and if you didn’t do anything, both you and me would’ve been statues forever right now.”

“Or worse.”

“True, territorial or not, a Cockatrice doesn’t normally let a good petrified victim go to waste.”

We both shared a moment to shudder at the implications.

“Well, it won’t be causing problems anytime soon, accidentally absorbing the Cockatrice’s magical nature will have caused them to lose their abilities temporarily, they won’t be turning anypony to stone for a while.”

“I’m happy it’s only temporary, I don’t think I could handle making them lose their power forever, they were only scared for their young.”

“Right.” Twilight didn’t seem as reserved in feeling animosity towards the creature as I was, I think she seemed to notice my expression and immediately explained why. “I know how Cockatrice normally unpetrify statues, even partially.”

“...o...kay?”

“As in, it left you alone with us, like this, to figure it out yourself, what do you think would’ve happened if you hadn’t been able to use your blood?”

“I would’ve had to lick every inch of you and then let you de-stone the three fillies.”

“Yes… you would’ve had to lick… everywhere.”

I was silent, before my face figuratively erupted into flames. “OH!”

“Fluttershy, you don’t need to be embarrassed, we’re both two grown adults here, we can talk about-”

“I’m not embarrassed, I’m nervous of even considering that!”

“Why?”

“Because if I did I know I wouldn’t be able to stop myself…”

“...what?” I blink and look up to see her blushing face…

Oh fuck, I said that out loud.

“I… well… you see the thing is…” I kept pausing and sweating as I tried to come up with an explanation until I sighed. “Right, you know what? Fuck it.” and proceeded to kiss the confused unicorn full on the mouth before she could react.

She yelped at my rather forward action, and initially attempted to get out of it, but with my firm hold on her smaller form, and my experience with being kissed by someone with a beak, she eventually came around and submitted to my gentle touch and expert tongue.

Eventually our lips parted - yes, lips, it’s the only justification for how a beak can be so soft and flexible that I’ve found - I watched a bridge of saliva connecting our mouths as Twilight panted heavily with heated breaths and a softened stare laced with surprise and confusion.

“F… Fluttersh-” was all she managed to say before I lost what little willpower that I had regained and closed the distance between our mouths again, my tongue rushing to rejoin hers like long lost friends. This time however, she was prepared, and used her magic to push my head back, giving me a chance to return to my senses. And when I did, I saw her, surprised by the desire I had been holding back, by the passion I had shown, so suddenly, so aggressively…

So forcefully, I had lost control and forced myself on my own friend, it’d be bad enough if I had done this with Rainbow Dash or Pinkie Pie! They were Fluttershy’s friends, but this was a personal guilt I had brought upon myself, Twilight was my friend. She never knew the original Fluttershy in this world, she knew only the (mostly) true me, one I had come to share a bond with, one who I’ve helped save the world, protected from her mentor’s mind-games, laughed and loved… even if I admittedly know far more about her than I should while I have no way of telling her who I truly was.

And I betrayed the bond I created, on my own, with no help from Fluttershy’s past, this was my first genuine friend in Equestria and I was just about to… to…

I immediately dropped her back onto her seat and backed away as far as I could, the tension in the air strong enough to make all the nocturnal creatures in the house aware that they should be somewhere else. “I… I’m sorry.” I managed to get out, curling in on myself as regret, guilt and anxiety wrapped their hooked claws around me in a twisted parody of a comforting embrace.

The hold swiftly dispelled as I felt a pair of comforting hooves wrap around me. Oh Twilight… I thought. So much innocence and care, to forgive me like this. I look up to meet her gaze once more, tears of regret streaming down my face.

And I saw those same tears mirrored back. “No… I’m sorry, I should’ve seen how you felt sooner… and I shouldn’t have pushed you away.”

“Wait, what? Twilight, no, you were right to do that, I wasn’t thinking and I forced myself on you! I may have feelings for you, but if you had let me keep going, I’d have been driven by lust more than love.”

“L-love? Wow… that’s… that’s a very strong word to use-”

“But it’s what I feel, deep down I know it, I know because I’ve thought about all the encounters I’ve had recently, I thought of you, Applejack, Pinkie, Rainbow Dash and even Rarity, it’s a warm and fuzzy feeling that is born of both physical desire and affection, I love all of you, it’s nothing like the feelings I have for Angel or my animal friends, and it’s definitely not like the emotions I feel with that encounter with Nightmare Moon, or my nights spent with Gilda!”

“Wait, what was that last part-”

“Not important! The fact is, I care for all of you, from the very core of my heart… it’s that kind of self reflection that lets me know how I feel about you and the others… and I feel my heart keeps reaching out to others.”

“Like Luna and Trixie?” she deduced, considering my recent interactions, it was fair for her to figure it out to that extent…

“...Yeah, exactly.” I managed to resist sweating, not wanting to admit three major ones, I don’t exactly know which one would be worse to explain to Twilight, the fact I wanna take Sunset in a janitor’s closet in Canterlot High when she’s not even anywhere close to experiencing Equestria Girls, the fact that I wanna ride her mentor’s morning wood until the sun sets… or that incident last tuesday.

{Last Tuesday}

I sat down at the library’s centre table, catching a glance of Spike out the corner of my eye reading what looked to be a comic book… to the average pony.

“Hey Spike, is that a Manga you got there?” I say, moving over to sit next to him, reading over his shoulder.

“Oh, yeah, there’s a new store that opened up selling all kinds of these straight from Neighpon, I’ve been reading tons, including this one where the ponies are riding around in giant suits of armor.”

“Oh that looks like fun, how about you show me this place tomorrow and we can get some new books together!”

He gave an innocent chuckle, as he expected my enthusiasm considering our O&O Sessions. “Okay, Onee-chan!” he ended up speaking aloud on accident, going red in embarrassment as he clamped down on his muzzle.

It was something that ignited a fire in me, a fire I never thought I’d have nor did I want…

“Ara Ara, Ototo-kun~.” I purred out before logic and reason could take back the reins, and I just caught what the fuck I just said.

OH HELL NAW!!

{Present}

In retrospect, I should eventually apologize to Twilight about the exit-hole I made in her wall… and looking back really hits home how I have absolutely no control of my own feelings or urges, which brings me back to how I’m surprised Twilight is not as upset at me as she should be.

“I… I didn’t expect you to be so… accepting of this side of me, I’ve kept these kinds of feelings even from Rainbow Dash… you still wouldn’t know if I hadn’t lost my self control.”

She gave a gentle, comforting smile as she moved and sat next to me, rubbing my back softly with the flat of her hoof. “Well… you weren’t wrong about what I do with Trixie, she moved into the library not too long after I started teaching her and… well, Spike now has his own room.” my ears perked up, looking right at her in mild surprise, considering I was only teasing her. “I’ve been feeling these kinds of things for you all the day I moved to Ponyville, it was so small before that I didn’t notice it until Trixie, the way she eagerly learnt magic under me, how close and… affectionate she was, I admit, after a few days of denial I can kinda relate to what you just did.”

“Wait, you mean you-”

“Yes, I pounced on Trixie and took her on the library floor, tongues invaded holes, horns sparked, bench pillows were bitten, it was… intense, and I don’t know exactly how I ended up like this, but right now I don’t care anymore.” she nuzzled me under my chin. “Fluttershy, you shouldn’t be afraid to express your feelings with your friends, if anything all it’s doing is hurting you like it did tonight, and if they’re as much of a friend as I am, those feelings you have will be reflected in a similar spark.”

My mind had to take a minute to connect the dots on that one. “Twilight… wait, Twilight, are you saying that you-” and I stopped, not by will or by her speaking, no, it was something much more precious.

She kissed me, it wasn’t as intense as the ones I’ve laid on her tonight but definitely just as beautiful. “I do, I want to make you, all of my friends happy, and knowing this is what will make you happy… it kinda makes me happy, it’s just a deeper form of friendship, right?”

“Twilight…” my body, this body that had walled off all those loving and lustful emotions in my heart, it couldn’t take this, it couldn’t take this admission of reciprocated desires, to think Twilight of all ponies would be the first to admit it, it made me…

“And that means I should learn about it right? Understand the basics together like holding hooves and-”

“Twilight~!” ...lose control.

“Ah! F-Fluttershy!” she yelped as I pounced on her, pinning her onto the soft rug of the living room, but my lips no longer found desire in her own, instead it was my tongue that hungered, the long snaking appendage reaching out and coiling up her horn, the fleshy length running along the spiral groove, tightening ever so slightly to allow it to press in and fill up the smooth gap. The mare at my mercy gasped at the sudden and strong move. “Wait! N-not my horn~, it’s too… ~mMmnNnNh~<3!”

Sensitive, right~? Oh I know, after all you needed to explain how horns worked to me before I started learning with Trixie. I gloated impishly in my head, considering my mouth was too occupied. I savoured my time with her horn, planting smooches and suckling on the exposed tip, her whimpers leaving a sweet, honey-like taste in my mouth, only second to the yelps and cries of pleasure that came when I loosened the coils of my tongue, only to squeeze once more when her guard was down.

“Hnnnhh~, s-so… good…” she breathes out between her moans, my talons moving from her forelegs to her waist, their desire to explore the nipples of her undeveloped teats with my thumbs while squeezing that round and firm flank being approved with great enthusiasm. “My head, it’s getting so fuzzy…” she managed to get out amidst her mewling from the now two-pronged assault, her hooves reached out to me needily, with her horn and mind unable to be used for any sort of magic, she had to rely on her physical limbs to try and return the favour, pressing against the warm squishy mounds of my chest through my top, and rubbing the flat part of the appendages in lazy circles.

“Mmm~!” I purred deeply in appreciation of her efforts, the low, deep vibrations erupting from my throat and through my tongue, rewarding her for her efforts. The pleasant sensations it gave made my arms move on their own, pulling her hips up and pressing her soaking groin to mine, my concealed erections throbbing as the new position had two very eager targets grinding up against their hiding place, beneath my pants and the enchanted cloth.

It’d be so easy, slip my pants down, pull off that square of fabric, and I could rut her through the night… thankfully, my rationality was not completely gone, and my hands remained where they were. But no, my own personal feelings are one thing, but this secret is not mine to reveal to them, Fluttershy promised herself that she would never let her pony friends know about this, and I’ll honor her by keeping it.

As such, I settled simply for grinding the rough fabric of my pants against her drenched marehood, and the heavy, shuddering moans that came from her mouth relayed a positive reaction, my own body finding itself getting off to just pleasuring the unicorn at my mercy. “Flutter… stop… hornjob… brain… meltiiiiing~...” she begged after a good hour of my non-stop assault, the constant stimulation to the highly sensitive focus directly connected to her brain wearing away at her ability to think. Fortunately for her, I had enjoyed my raspberry lollipop enough for tonight and freed her head from my mouth. “Th… thank yo-” she began before I pulled her onto my lap, pressing her back into my stomach as I grabbed her hind-legs with my foot-talons, spreading them and exposing her pussy to the open air.

She squeaked in surprise, unprepared for the sudden motion and instinctively moved to cover her groin with her forehooves, that plan failed when one of my free hands clutched them and brought them up. Her position, bound spread-eagle, forehooves up, letting me see her smooth, sweat-covered barrel, her glistening, sweet smelling slit with it’s clitoris winking in arousal, and her reddened, flustered face with wide and starry eyes, it riled me… it made me burn hot right to my core to see her in such a beautiful state. My remaining hand cupped her chin as I kissed her deeply, before pulling away so I could watch my sensual limb glide across her coat, down to her hole, fingers curling in eager-

“WAIT! Waitwaitwait! For real!” Twilight said, dropping out of her daze and surprising me.

“Hm? What’s wrong now? You weren’t complaining like this before.”

“Well, true, I wasn’t stopping you before… but there’s a big problem with what you were going to do next.”

“Oh, you scared of getting fingered?”

“No, I’m scared because they’re sharp pointed talons going into a very soft and delicate area.”

“Oh… oh fuck, I forgot they weren’t rounded fingers.” I admitted, feeling embarrassed… then I had a thought. “Wait, I’m an animal caretaker, this is an easy fix!” I let her go, setting her down gently before running off. “I’ll be right back!”

And indeed I was, returning not even a minute later and getting her back onto my lap, holding a large claw-file. “How do you even have that?” she asks in surprise as I begin working on the talons of both my arms and legs. “I thought claw-files were only big enough for cats.”

“It’s a custom order, I requested it to help with Harry’s Mani/Pedi sessions.” I comment. “He’s such a softy at heart, but considering all that muscle, I don’t think he’ll need sharp claws to protect himself anyway.” I put down the file, binding her up again and showing off the now rounded ends of my talons, letting my hand return back to her crotch. “Now, where were we?”

This time, I didn’t give her any moment to make a second excuse, sliding my hand over her slit and rubbing my middle finger against the wet labia, the two on the sides pulling at her lips to spread her open, and palm grinding against her clit whenever it showed. Sure, the mood might’ve been temporarily ruined by my needing to blunt my talons for her safety, but dammit, I’ve already crossed one line today and it was liberating, if I don’t get it out of my system now, I’m going to end up crossing another at some point, and it’d be better if I have Twilight now rather than some random mare the next morning.

Thankfully, her moans told me I had succeeded in bringing back the passionate atmosphere, the dwindling arousal between us shooting back to its original levels and further.

“It’s so… smooth, and-ah~!” she began, only to be cut off as the curious appendage found what it was looking for, prodding and circling the edge of her entrance, the gate to her beautiful and exquisite-smelling snatch.

Her moans were music, getting higher and higher as my touch to her hole created the build-up I was anticipating. “Yeah, you like that, don’t you?” I purred in her ear, and proceeding to give one more lick to the unicorn’s horn.

Apparently I hadn’t realized how close she was as her marehood twitched hard, sucking me down to the knuckle as her back arched and her pussy sprayed, my other hand released her forehooves to instinctively clasp over her mouth, her loud, beautiful cries muffled behind my palm as her eyes showed bliss and her rosey cheeks screamed passion.

“Oh my, you came so hard.” I mused, slipping the drenched finger out of her entrance and stuffing it into her panting mouth. “Mmm~, go on and taste it, how I made you feel so good…” she moaned around my finger, her head too addled in the afterglow to register what I was doing to her… until I picked her up and placed her on the bed, on her back, legs to the sides. “W-wait… what are…”

“Oh, me? Well, I’m not satisfied with a few licks and little fingering.” I say, slipping out of my clothes and climbing onto the bed, pinning her under my nude, sweat-glistened form, my breath hot and visible in the air as my bare breasts pressed down and smothered her small barrel, making her give and involuntary gasp. The moment her mouth opened was when I struck like a cobra, taking her lips for my own as she moaned, her face engulfed in red and heat as I claimed her mouth and tongue for my own before popping off. “I’m going to devour you, Twilight~.”

“I… I…” she stammered, her eyes lost in mine, her hot breath brushing against my chest. “P-please…” she got out as I kissed her again, a more brief and tame kiss in comparison to before, but then I set about claiming the rest of her, pressing a kiss to her neck, causing a whimper, then to her chest, causing her to mewl in delight, and then moving down, trailing passionate, loving kisses to her barrel, her sweaty, yet sweetly scented armpits(1), the soft flesh of her frogs, her undeveloped yet sensitive teats hidden underneath her fur, the firm yet malleable flanks, before finally zeroing in on my main prize. I gave one look at the panting, horny mare at my mercy, giving her a view of my long, prehensile tongue as it glided across the edges of my beak before I coiled it up into a nice thick rod…

I felt my heart flutter a little, as well as my tail wagging, when she tried to spread her legs wider involuntarily at the sight, and proceeded to show my appreciation, smooching her winking clit, then moving in, brushing her lips aside and-

*BOOM* suddenly, my windows slammed open, a cyan blur with a rainbow trail bursting through the entrance and knocking me into a wall, frightening Twilight and disorienting me as I look to find a very familiar pegasus pinning me against the surface.

“Take that monster! You’re not eating my friend on my-wait… Fluttershy??” Rainbow said as she registered the sight of my pink and yellow colour scheme, and my teal eyes… though I wouldn’t be surprised if they were crimson considering how much red I was seeing.

“Rainbow… you… COCKBLOCKER!!”

“W-wait! Fluttershy I can explain-!”

“WHY DO YOU JUMP IN WITHOUT THINKING ALL THE TIME?! YOU FUCKING BLUEBALLED ME!!”

“Wait, don’t you mean clam-jammed?”

“RRRAAAAAAAAAGGH!!!”

((1): yes, that's actual terminology, even though equines technically don't have 'arms')