Timid Little Secrets

by ArkKane

Rating: mature
Tags: Fetish, Comedy, Fluttershy, Sex, Main 6, Profanity, Discord, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Anthro
Length: 33588

Follow the adventures of Human Turned Pegasus... with a twist~.

H-Hello Everypony, my name is Fluttershy.

b-but it was something else in my past life...

ugh, let's all be honest, volunteering to take over for a pony to get out of reincarnation has its own way of backfiring.

mainly for the fact that I'm now a Closet-Futanari Fluttershy trying not to reveal her secret and fighting off instincts urging me to rut her friends' brains out! even though I retain the mind of a human Brony with a physical attraction to the Mane 6.

...yep! I'm in trouble.

thought I'd try a new change of pace, mainly because I never see 'Human Turned Fluttershy' on this site, or at least not any notable or quirky ones.

lemme know what you think!

Edit: credit for thumbnail goes to Ambris on Deviantart.
https://www.deviantart.com/ambris/art/Fluttershy-Cute-Color-266731878

Published 2018-02-23 13:30:08 UTC
Last updated 2022-07-20 13:34:32 UTC

Chapter 1: Oh No...

Author's Note

and here is the conflict of our story.

Chapter 1: Oh No...

*ahem* so anyways after my little… incident, I was able to go about the day normally.

First was feeding the animals, and thankfully the old Fluttershy has a dietary list so I didn’t have the debacle of trying to figure out if I should go fishing for the Carnivores or not.

I had discovered that yes, it’s why there’s a river leading from the Everfree to my cottage in the first place… and despite what I suspected the fish seemed as dumb here as on Earth, so I had no guilt in catching them and deboning them for Harry, who seemed to rather enjoy boneless fish.

And apparently, after reading a book out of curiosity, Ponies are like other herbivores, they can eat meat, it’s just with their pacifistic nature they don’t. And if you don’t believe me, google it, herbivores can and have eaten meat before.

So it was perfectly fine for me to be grilling up some of the leftover fillets for lunch.

That’s when Squirrely (remembered his name from ‘May The Best Pet Win’) decided to show up, looking very concerned.

“[Fluttershy? What are you doing?]”

I looked over and smiled at the worried ball of adorable fluff. “Hello Squirrely, it’s just I accidentally got too much fish today and thought I wouldn’t waste it.”

“[but, it’s meat! I thought ponies don’t-]” I interrupted him with a sigh.

“I know it seems strange but… I’ve been feeding Harry and the others for so long, that Fishing eventually stopped bothering me, you need to understand that not only would I grow curious, but would also want to connect more to you all in some way, hay, at one point I might decide to climb up a tree to get some acorns.” I giggled alongside the Squirrel, who did find it funny.

“[I guess that makes sense, but your pony friends might…]” he didn’t finish, but I understood what he meant.

“I’m already keeping a much bigger secret, I’m sure one more won’t be much trouble.”

“[bigger secret? What… oooooh! Okay… so where’s my lunch?]” he asked innocently, and I gave him a knowing smirk.

“Squirrely, you know where it is, and I also know it’s your exercising day.”

“[but Fluttershy!]”

“No buts, you know as well as I do you need this or you’d get too heavy to glide around.”

He grumbled, but relented and ran off to get his food, which in its position involved a lot of effort.

In truth I just really didn’t want to give up meat, including a certain kind of fish, so BUCK social norms! Tuna Mayonnaise sandwiches for life!!

*THUNDER*

I ‘eep’d again.

WHO KEEPS DOING THAT?!

“Fluttershy? Are you home?” I heard a familiar voice call out to me.

Oh… now I know who…

A bit upset at my friend (since I am now Fluttershy, so Rainbow is considered my old friend.) I head out to spot the cloud she’s using, as I do she drops down to greet me.

Immediately I felt what I was going to say next die in my throat as I got a good look at her.

“Hey Fluttershy, what gives? I’ve been trying to get your attention for hours!”

“O-oh… um… hi Rainbow… I’m sorry… I didn’t notice…”

My once brash demeanour was pushed away to hide my raging hormones.

While normally I would be somewhat interested given how human they seemed and how expressive they were, I was now a pony. Meaning I had pony perspective, and my perspective screamed she was hot. The build of a born athlete showed with her body toned and firm, muscles showed but not too much to ruin her feminine figure, her mane seemed to shine bright in its prismatic colours… and her flanks, flanks that had an amazing curve, and that’s not to mention the droplets of sweat that made her coat shine… and the scent…

*throb*

Crap! Calm down!!

“Um… Equestria to Fluttershy?”

“Oh! Sorry… w-what did you say?”

“I was asking if you we’re still up for the sleepover next week at my place?”

S-sleepover… with Dash.

*throb*

“I-I’m sorry Rainbow… b-but um… something came up recently and I won’t have time!” I say before slamming the door in her face. “Sorry!”

“Um… okay…” I heard from the other side before she sped off.

“That. was. Too. close. I almost pinned Rainbow Dash and gave her a new kind of workout.”

*throb*

“Ah~! Stop that! Stupid hormones!”

Oh Celestia, this is terrible, my mindset and this body go too well, I’m going to have to rein in my own libido to keep from getting caught!

Oh buck this is going to be a pain!!

“Okay, calm down Fluttershy… you can do this, you can make it through the day without giving in.”

With that bit of reassurance, I got up to my hooves, did a few breathing exercises and after some needed Fish for Lunch, walked out.

My first task was to help a nearby Falcon who had a broken wing. Again another animal I remember from that episode, fortunately it seems that this is our first meeting.

“Oh… hello there, are you okay?”

“[unfortunately no my considerate acquaintance, I had been going on my usual hunt when a Hydra tried to snatch me up for a quick snack, luckily I managed to incapacitate it by tricking it into causing a rockslide, while I managed to escape the debris, the impact of one of the rocks to my side injured my wing.]”

I blink and mutter aloud. “How you managed to not end up Rainbow’s pet is beyond me.”

“[what was that?]”

“N-nothing!” I blurted out. “Now, could I learn your name?”

“[of course! I am Tiberius Hookbeak the Third! Pleasure to make your acquaintance Miss…?]”

“Fluttershy.” I externally said.

Internally I was all. HOLY BUCK! No wonder Fluttershy enjoys talking to animals! This is ridiculous and awesome!

“Well, Mr Hookbeak, climb aboard and I’ll get you to someone I know who’s good at treating hurt animals.” I say as I lower myself down and help the injured avian onto my back.

“[then make haste! I wish to be back in the open sky as soon as possible!]” he said, pointing with his good wing while I simply giggled to myself and trotted along to Dr Fauna’s Clinic.

“Hmm…” the doctor said, looking over Tiberius’ wing. “It seems to be a basic dislocation, just need to pop it… back… in!” she grunted as she pushed it back into place, earning a yelp of pain from the Falcon. “There, now it may ache a little, but just get some rest, avoid flying too much for a couple of days and then you’ll be as good as new.”

“[huzzah! To know that I am no longer going to remain grounded brings my heart joy! Thank you Miss Fluttershy, and you too good Doctor!]” he proclaimed.

“It was no trouble, Mr Hookbeak, but I only helped you get here, Dr Fauna was the one to do all the work.” I said humbly.

“Oh don’t be so modest, if you hadn’t reached him so soon it might have been much worse, you helped your friend here get better just as much as I did.” she praised, causing me to blush.

“Well… if you need a place to stay, my cottage is open, if you’re okay with not hunting, and instead eating fish while you’re there.”

“[it would be an honour, dear Fluttershy, and I will not harm anyone there, you have my word, gentle maiden.]”

“Oh stop…” I said with a soft smile and giggle.

After Tiberius was comfy and fed, I decided that with my outburst over with, maybe I should apologise to Dash, so after making sure I wasn’t going to lose it I headed over to her house.

And hit a hurdle.

Hmm… well, I’ve been walking on four hooves without trouble, this shouldn’t be as hard.

With some focus, and finally figuring out how to move my wings, I succeeded in my first flight, landing at the front door to her Cloud Home.

*Knock* *Knock*

“Coming!” the door opens. “Oh hey Fluttershy, I just finished showering.”

OH. DEAR. CELESTIA. WHY?!?!? Was all I could scream internally as I watched her still wet form shine, water dripping from her mane as it came down smooth and flat.

“No… problem… Rainbow…”

“Uuuh… you okay?” she asked, causing me to compose myself in an attempt to not think about it.

“Oh, sorry… actually… that’s what I came here to say… I’m sorry I acted so strange back at the cottage, I… I’ve handled the problem so I’ll be able to come here for the sleepover next week.”

“Awesome!” she said, happy to see her friend able to join her. “Remember, Friday Night, try not to be late.”

“Okay, I-”

“It’ll be great, and don’t worry, I know how nervous you are around other ponies so it’ll just be the two of us!”

At those last words my pupils shrunk to pinpricks. “w-what…?”

Unfortunately she never noticed as she hugged me… holding me close to her warm, dripping wet body… by that point I could only let out tiny whimpers that no-pony could ever hear.

“Seeya!” she said as she turned and closed the door.

Overall, my day went well, I reconciled with Dash, got my duties done and enjoyed some nice tea with my animal friends…

“Mm~! Fff~! Oh yeah~...”

Unfortunately my encounters with Rainbow had left me built up.

“Nnnh~!! So good! So soft!”

So now I was sating myself by bucking my pillow.

“Ah~! Rainbow I’m cumming~!!”

...quit judging me!!

Chapter 2: Futa Is Magic (Yes I Went There.): Part 1

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 4: Ticket Masturbator and Applebuck Season (no pun necessary)

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 5: Getting The Griffon-Off.

God, that prank last week on AJ was so much fun! I thought as I nommed on the ultimate Sandwich combo of Tuna Mayonnaise. Shame I haven’t seen any antics come around that’d let me pull one over on another of my friends. I decided to toss some more feed into the fish pond, making sure I didn’t have them see my current lunch… when I saw a very familiar looking patchwork turtle.

Oooh… hehehehe… hahahaha! HAHAHAHA! MWAHAHAHAHA-woah, okay, tone it down… showtime.

“H-hello? Are you okay?” I say just loud enough for the two to hear. “W-why aren’t you m-moving? Are you…” I put my ear to it, giving a wink to the other turtle, that caught on and grew a look of ‘concern’ “*gasp* it has no heartbeat! But… but that means…” I poked it, causing the head to spring off, and I began to wail in sadness. “Nooo! Poor turtle! I’m so so-o-o-o-o-rry!!”

“Wait! Fluttershy!” Rainbow said as she and Pinkie rushed out of their hiding place. “It’s not a real turtle! It’s a toy! See?” she raised up the clearly not discreet hose.

“*fake as fuck sniffle* r-really?”

“Yeah! We’re sorry! It was just gonna squirt some water as a prank!” Pinkie admitted. “We weren’t gonna do it though, we know you wouldn’t like that…”

“You… *even faker as fucker rage* I have ONE thing to say to you two!” I growled as they backed up… then I smirked.

“Gotcha!” I cheered before descending into giggles of unstoppable cuteness.

“Man… we just got pranked, by Fluttershy!”

The two blinked, before proceeding to have a laugh at their expense too.

“That was a good one Fluttershy! Guess you’re not as sensitive as I assumed… sorry.”

“It’s okay, you two have fun with your pranking.” I say before picking up the fake turtle, fixing it and pulling out the hose. “Do you think I could keep this?”

“Sure! See you around!” Rainbow said before she and Pinkie bolted, just as Angel arrived to see me inspecting the hose hole.

“[Fluttershy, are you seriously going to use that turtle toy like I think you-]”

“DON’T YOU JUDGE ME!!”

The next day, after a night with my new relief toy (don’t you dare judge me I know where you live.) I found my mid-day tasked with helping a group of ducks across the busy streets of Ponyville, since their ducklings were still too young to fly and they needed to move to a new, cleaner pond as their old one’s been bogged down, good for frogs, not so good for ducks.

Unfortunately having a consistent outlet waiting at home did nothing to quell my bouts of Stallion Hormones, so I was stuck leading a bunch of autocorrect jokes while sexually frustrated.

*bump* “Hey!”

I whip around to see Gilda, a very large and… well-toned Griffon…

OH COME ON! EVEN THE NON-PONIES ARE SEXY NOW?! FUCK THIS PLACE… EXCEPT I WANT TO SO HARD BUT I CAN’T!

“Oh sor-”

“I’m walking here!”

“Yeah, I’m so sorry, my bad I was just-”

“‘Oh I’m so sorry’ why don’t you just watch where you’re going??” She growled out, moving forward aggressively causing me to back off.

“Hey what’s your problem? I was helping out a mother!”

I saw her eye twitch as she looked at me, then she decides to roar in my face! The unholy combo of a lion’s roar and an eagle’s screech invaded my ears from inches away, my pony instincts screaming predator and my human instincts screaming rival.

… then my female instincts kicked in.

*bites lip* “oh fuck that’s hot~!”

I swear I could hear the car crash going off in her head, while at the same time hearing the silence of the entire marketplace so quiet you could hear a pin drop! And they weren’t looking at the Griffon that roared in a pony’s face, no they were all looking at the fucking mare who got off on it!!

Of course I wasn’t really noticing that at the moment, hindsight and all, nah, I was too busy nestling into Gilda’s chest feathers.

“You’re just a strong, dominant beast, aren’t you, not caring what people say or who’s in your way, you’re just a badass.”

“I… guess…?”

“And that’s sexy.”

“Woah, mare, I don’t know what you’re getting at, but there’s no way you’re doing anything for me.”

“Well, you like bad girls?”

She scowled at me. “...maybe…”

“Well I don’t like to brag-” yes you do, you’re a terrible fucking liar. “-but I once stared down a Manticore and didn’t even flinch.”

“Okay, yeah, that sounds kinda cool, but I don’t-” and then I pulled her head down to whisper so Pinkie didn’t hear.

“And I used a giant thorn as a sex toy, then got raped by an alicorn of darkness, mating-press style, and enjoyed it.”

“... okay, that’s kinda hot, but I’m not gonna just have fun with any mare just because she’s got some stones.”

“Seriously don’t recognize me? Well I guess you wouldn’t, I think we were both pretty quiet back then.”

“Wait… you’re that pegasus? What happened to you??”

“I’ll tell later, I’m getting uncomfortable with the stares…” I glance off to find Pinkie had left, and an epiphany hit. “Fair warning, Pinkie’s gonna set up a party for you, but Rainbow’s gonna rig it with pranks.”

“Why’re you telling me this?”

“I just have some… insider knowledge that I thought you should know, don’t want you to ruin your friendship.”

At the party, I began to inspect the places I knew were pranks, as suspected, Dash had used her speed to plant them all just as she arrived… wow, even the joy-buzzer! That takes some skill.

Unfortunately I wouldn’t be able to save her from the buzzer or the candles, but the dribble glass and spicy candies were another story.

Now, you’re probably wondering why I’m putting so much effort into helping out Gilda of all creatures? Well the thing is I’ve been slowly remembering bits and pieces of Fluttershy’s past, and turns out they did meet as foals, they could’ve been good friends if their social awkwardness didn’t bite them in the ass. That’s why I want to help her, to see if I can make Gilda see the good of friendship a little early and maybe finally find someone I can share my secret with.

That was my long term reasoning for why I kept it up, my current reasoning at the time was that I REALLY wanted to get into Gilda’s pants… AND YES I KNOW WE DON’T FUCKING WEAR PANTS! If you hadn’t noticed, that’s mostly why I’m such a sexually frustrated mess at the moment!

So back to the matter at hand, while nobody was looking, I took all the sweets and dropped them into Rainbow’s gift bag, filling the bowl up with new sweets instead, while Gilda got zapped, I used the noise to perfect my cat impression and knocked the dribble glass to the ground.

As it turned out, the timeline of events still followed their course, Gilda did enjoy the sweets, much to Rainbow’s confusion, and then got some punch when her mouth was parched. So far, so good, Gilda was only mildly annoyed when she got to the trick candles.

“Hm… kinda getting a bit over sweets, could really go for some-”

“Tuna?” I say, taking my opportunity, and a tuna sandwich, causing the party guests to gasp at me holding a meat item. “What? I take care of otters!” they still look concerned. “And a bear!” that got them to immediately look for something more interesting.

“Uh… thanks…” she took the offered item. “... a bear? Seriously?”

“Yeah, Harry’s rather nice, though he kinda has spine troubles, so I need to wrestle him down for his massage.”

“You wrestle a bear?!”

“Yeah, around once every month, not counting winter.”

“Dude, no wonder you got so hardcore.”

“Oh no, that’s partly Angel Bunny.”

She almost choked on her sandwich. “A rabbit! Are you for real?”

“Oh, it’s jus’ a harmless little bunny, isn’t it?”

“Why are you talking like that?”

“No reason, but he’s actually rather scary when he puts his mind to it, I remember the day we first met in the Everfree Forest, he was at this cave with the mouth littered with bones and skulls of some really weird monkey creatures, he looked so cold so I took him home.”

“So when did you start thinking he was scary?”

“Oh when I figured out the red all over his mouth and front wasn’t tomato juice.”

“... dude that is one flocked up bunny.”

You thought I said that quote for shits and giggles, didn’t you?

I giggled. “Thanks, it’s nice to share all this.”

“Speaking of sharing, those pranks you warned me of? I’ve only been hit by one.”

“Two actually, Dash managed to sneak that onto her hoof when she got here, there was also supposed to be a Dribble Glass and Hot Sauce candy.”

“Wait… supposed to?”

“Well I may have helped there.”

“Wait a minute… you sabotaged Dash’s pranks? ‘Cause you somehow knew I’d spring them?”

After a firm nod, she looked at me, having a look of suspicion all over her face. “Okay, why are you being so nice to me? I get that we met once as kids or something but… last I checked we weren’t really friends.”

“Well… we could’ve…” I shook my head, then noticed Pinkie was calling me. “Excuse me.” Gilda gave me a nod before letting me head off on my way, I walked over to Pinkie, who looked really surprised.

“Wow Fluttershy, I know you’ve been working to build your confidence, but I didn’t think you’d be so friendly with somepony who roared at you like that.” she said, causing me to get a bit of a smile.

“The problem wasn’t Gilda, it’s what she’s had to live with, I remember back a long time ago she was just as shy as me at Flight Camp, it was both of us being too anti-social that stopped us being friends. And Gilda’s attitude now isn’t from her, it’s from Griffonstone, I’ve been hearing it's in a bad sorts, Griffons being selfish, greedy and just downright rude to each other, she’s probably ended up like this just to survive there.”

“Soooo… Gilda isn’t normally a meanie-mean pants?”

“No, and I’m hoping with my help, and your party, I can crack open that shell of hers.”

“*giggle* she doesn’t have a shell, silly! She’s part lion, not part turtle… speaking of which why did you want that turtle toy?”

“Reasons you will not learn and never judge unless you want to Rabbit-sit Angel for the next week.” I warned.

“... RUN AWAY! RUN AWAY!...” she shout-whispered as she backed off with wide eyes.

Hehe, Pinkie and her fourth wall humour.

All in all, the party was a blast without Gilda getting riled up, between the friendly atmosphere, Gilda began to actually warm up to the unconditional affection that was once alien to her.

It ended as me, Dash and Gilda walked out for some air.

“It’s weird, I always remember you hating spicy food, Gilda.”

“Oh? And what’s that supposed to mean?” Gilda gave a sly grin, using the future knowledge I gave her.

It almost seemed like fate when her evasion to the topic led her to eating the candy she had in her bag. “*faint whistling noise* um… could you excuse me for one moment?” without any sound of agreement, she sped like a rocket into the distance.

“Heh, for such a daredevil, she never could handle the hot stuff either, me? Not really the fast flying type.”

“Oh that’s clearly obvious.” I commented.

“Yeah? How’d you figure?”

“Subtle curves, but back to you, you’ve got big wings and big muscles, an endurance flyer, you don’t outright beat the enemy, you outlast the enemy.”

“...so I get it you’re still flirting with me?”

“My offer is still open.”

“Yeah, look, I’m not some Tailhole that’ll call ponies gross and stuff, I experimented with Dash at that age like every teenager, but unless you got some toys on hand-”

“I got one between my legs.” that stopped her cold.

“Wait… you, have a dick…?”

“Mhm!”

She seemed to look me over, repeatedly, then grinned.

“Yeah, tempting, but not interested, but hey… I’m up for hanging out with you and Dash again, this was, and I hate to admit it with Bubblegum over there, kinda fun.”

“And maybe pony things aren’t as lame as you thought and you should be brave enough to be you instead of what all those other Griffons act like?” She snapped her head back to me, eyes wide.

“... you knew!”

“Mhm, you think I’d put effort into a genuine pain in the flank?”

She tried to respond, but just sighed in defeat. “You know what? you’re alright… still gonna get you back though.”

“I’ll be looking forward to it!” I say as we went our separate ways.

-----{That Night}-----

This night seemed to work itself out like normal, I cracked open a window, got my enchanted cock-covering-cloth off (say that three times fast), and sent everyone to bed, myself included.

I didn’t even register the gentle creak from my window as anything threatening!

Though some alarm bells rang when I felt a weight on my stomach.

“Mm… Angel, you’re supposed to be in-MMPH!?!” I was made silent as something clasped itself over my mouth, which made several red flags become known, like the heavier weight, and the clearly not angel-shaped silhouette on top of me staring at me through slitted eyes.

No! No I already died once I don’t want to-OoOoOoOH FUCK it’s grinding on me through the bed~!!

My damned body found the implications too good to pass up as I just stopped resisting, causing a soft chuckle to come from my assailant as she flung the blanket off to admire my growing length. “Damn Flutters, guess you weren’t making this up~.” the now very recognizable Griffon teased.

Gilda?! But I-nnnh~... oooh baby~... my rational thought quickly went out the window as she grasped with her other hand, the sharp, strong Talons moving with a gentle caress and rhythm I didn’t expect, the whole thing was surreal, and it felt GOOD…

Oh fuck, first Nightmare Moon and now Gilda Hardclaw the Griffon?! Are all of my sexual exploits gonna be me dominated by strong intimidating creatures forcing themselves on me??

...I fucking love this Equestria.

*Schlick*

OH BUCK WHEN DID SHE GET TO PENETRATION~?!

“MMmmmhh~!!” I cried out through the palm of my current lover, who simply saw fit to pet me with her now free hand.

“Shh, that’s a good little futa-slut~.” she said as she slammed down, making me elicit another muffled yelp. “If you don’t keep quiet, I’m gonna have to take some drastic measures.”

Excited for those measures, but wanting to listen to my current mistress, I took great measure to keep myself quiet, unfortunately no amount of practice can help you when your well-endowed horsecock is being stuffed over and over again into a slick tight hole meant for something with far less girth.

“Nnh~ this big boy’s gonna make me cum! Or maybe it’s a big girl~!” She joked as her hips slam into me over and over, unbeknownst to her, I was already at my limit as well, balls swelling with need as they demanded to impregnate this sexy hen.

Then she grasped my flanks with her talons, leaving my mouth free, and squeezed as she pulled me up into her.

“OH FFUUUCK~!!” was the horny cry that erupted from my freed orifice, my back arched as I clenched, my dick spurted out like a geyser of foal batter as we were frozen in this position of ecstasy.

The room fell silent save for the hot, lustful breaths from me and Gilda as we collapsed, looking into each other’s eyes and pressed out warm, sweaty bodies against each other.

No words were shared, they weren’t needed, just the connection of our lips as we became lost in the other.

“That… was amazing…” I said, exhausted.

“Wait… you’re already tired?” she asked casually.

“You’re… you’re not?”

-----{The Next Morning}-----

She was not, my newly discovered cache of stamina I never knew of before, and my pleasantly sore balls, can attest to that.

I looked to the satisfied Griffon, she looked at me… then caught my expression. “What? You said I was all about endurance.” she snarked.

“It’s not that, I’m just expecting one of us to be smoking a cigarette?”

“Do you smoke?”

“No.”

“Then neither of us should, smoking’s a stupid habit that makes your lungs worse, not something good for high-altitude fliers like us.”

“Oh yeah… good point.”

“*yawn* welp, I should probably head back home before the old Geezer gets mad at me,” she patted my head. “Later Fluttershy.” and with that, she flew out the window.

“Um… later…” I gently placed a hoof on my head where she patted, the feeling not going away.

“I need a change…” I moved to get up and head to Twilight’s.

*throb!*

“Ow! Ow! A-after my crotch stops burning…”

Author's Note

here it is! Chapter 5 with another Clop Scene, and a new mission for Fluttershy that'll change the course of history!

Chapter 6: Nut Busters.

“I’m sorry, you want what??” Twilight asked in surprised.

“A spell to make me anthropomorphic.”

“Anthropo-what?” Spike asked, taking the time to stop admiring his moustache.

“Anthropomorphic, it means to adopt a bipedal state, similar to that of a minotaur,” The bookworm shook herself out of lecture mode. “Fluttershy, why would you want such an extensive procedure? It’s very dangerous and it could result in a lot of motor problems in the first few days as you adjust!”

I looked down embarrassingly and admitted to her. “I… I’ve developed a bit of a liking to… hands…”

The two just looked at me deadpan, before Spike began to raise an eyebrow. “You’re an infant reptile that wants to keep facial hair, I don’t think you’re in any state to judge my desires.” the eyebrow slowly lowers.

“Okay, I get it but… shouldn’t you go to a hospital for this? I’m sure there’s plenty of doctors who-”

“Pleeeaaase! You’re the best spellcaster I know! And you already have a spell that alters shape anyway!”

“Wait how do you know I have that spell?!”

Now it was my turn to shoot her the dreaded deceased cooking utensil. “You live in a public. Library. I know you have that spell because I’ve read it in one of the books here!”

“Oh, right… sorry.” She scratched her head in embarrassment. “I still don’t think this is a good idea.”

“I won’t guilt trip you into doing something for me, Twilight, you’re my friend.”

“Thank you.” she said with a proud smile.

“Which is why I’m going to bribe you instead.” I drop a book on the nearby table I acquired just for this purpose right before I had come here.

“What… what is that?”

“Oh, nothing much.” I give her a sly grin. “Just Celestia and Luna’s diary.”

She gasped. “Wait… their actual Diary?! Like from over a thousand years ago, lost in the ruins of the Castle of the two sisters Diary?!”

“Mhm! And it’s not even locked with any spells, you give me what I want, and I let you keep it.”

“Deal!” we shake hooves on it. “Just let me go grab the ingredients.”

“Ingredients?”

“This is a highly advanced spell, Fluttershy, not only am I going to need physical focai to help guide the Spell Matrix, I’m going to need a surplus of matter if we want your proportions to not be messed up, I can’t just fabricate something from magic alone, sure I can transmute matter into something else, but there actually has to be something there first.”

“Oh… I never knew that… wait, what if you wanted to be something smaller?”

“Oh, the excess mass gets stored in hammerspace, transformations to smaller forms are always temporary as the mass needs to return to its owner after a while.”

“Uh huh… what about the moustache?” I gestured to Spike.

“Growing spells just accelerate what a body can naturally do, just instead of scales, I made it do hair, speaking of…” She cast the reversal spell on the baby dragon causing him to let out a sigh of disappointment. “That was me having his body recycle the matter it expended. Sure if I had a large enough amount of magic I could simply turn the mystical energy into matter, but so far that seems impossible without a strong enough artifact or you happened to be a genuine avatar of the magic you’re using.”

“Wow Twilight, you seem to really know a lot about magic and its applications.”

“Oh, it’s not much really, any unicorn should know the basics like that.” She blushed. “But I’ve never heard of any Pegasi being interested in anything more than weather magic.”

“Well… when you’ve been as nervous about… social interactions as I was, you tend to read in order to pass the time, even if I have my animal friends, I do enjoy some alone time.”

To be honest the actual reason for all this knowledge is my own nerd self and a theory I want to test when this request is finished.

“Hm… hey, since this is to help you, why don’t you follow me and I can teach you more about spellcraft?”

“Really? That’d be wonderful!”

“Ugh, more lectures? Yeah I’ll pass, you go do that and I’ll go see if there’s any salmon left in the fridge.” Our resident baby dragon commented as he left, conveniently making future events that much easier on me.

“Really? 25 different magic tricks?” I said, impressed. “Wow, I’ve only known Rarity to only be able to do 1 or 2 tricks with her magic.”

“Well, Unicorns normally get a specific amount of magic that’s enough to work effectively in their talent, they never need more so they don’t get more.” She took a second to glance at her cutie mark. “But my Talent is magic, so as long as my body is able to handle it, I essentially don’t have a limit to how much magic I’ll get.”

“Cool! Is that the same for Pegasi and Earth Ponies too?”

“Well, your magic is completely different to Unicorn Magic, all of it is based on amplifying your physical traits, so essentially the more well-fit your body is, the more magic your body will have.”

“Wow… that sounds so exciting!”

“But it’s not like you could do anything with it that you couldn’t normally do.”

That’s what you thi-OH SHIT!

“Twilight look out!” I tackled her to the ground, just in time to avoid Snips and Snails…

That meant I was now on top of her.

Directly resting on top of her.

…

“Fluttershy? You can get off me n-”

“Give me a minute.” I say as I internally savoured the rather intimate contact with her I wouldn’t be able to have for a while.

The blush that grew on her face was a good signal to finally get off with a stuttered. “S-sorry.” and a silent nod between each other to never speak of it again as we turned to the two battering rams in training.

“Snips? Snails? What’s the hurry?”

“Didn’t you hear?” Snips said. “There’s a new unicorn in town!”

“Yeah!” Snails added. “She looks to be the best magic user in Ponyville.”

“No wait, in all of Equestria!”

“Really now?” I said, faking intrigue.

“Yeah! She’s in the town square right now! We’re heading there right now to watch!”

“Well, this’ll surely be interesting, come on Twilight, let’s go meet the new mare.”

“But what about-”

“Don’t worry, those ingredients aren’t gonna go anywhere, and besides, you might meet a new friend to discuss magical theory with.”

“Oh… that actually sounds rather nice! It’ll be like me and Moon… dancer… uuuuuuUUUUUAAA-SORRYI’LLBERIGHTBACK!” and she sped off, yelling for Spike.

“Wow… I… I actually didn’t expect that, welp, no harm no foul, it wasn’t like she was gonna get a friendship lesson out of this episode once I was done with it.”

“What are you talking about?” I blink and turn to Snips, not realizing they were still there.

“Nothing… come on or we’ll be late for the show!” I say, going at a brisk trot.

“...come and witness the amazing magic, of the Grrreat and Powerful Trixie! Watch in awe as the Great and Powerful Trixie performs the most spectacular feats of magic witnessed by pony eyes!” *fireworks*

I had to admit, watching the lightshow through pony eyes was much more engaging than with a human perception… maybe it had something to do with bigger eyeballs in general.

I did not have the time to ponder the science behind the ridiculously cartoonish eyes of pony physiology, for I needed to worry about my friends and make sure they didn’t do something stupid like…

Hmm, lemme think about it, how about attacking a performer for doing her bucking job!!

“My my my, what boasting.” Rarity commented with an eye roll, which got her to see my current, unamused expression. “...what?”

“This is her own personal travelling magic show, with expensive looking fireworks, an even more expensive looking carriage that can turn into a stage, with Ponyville clearly not being her first stop.”

“Well I don’t see why she has to be so flamboyant about-”

“Rarity… are you honestly criticizing somepony… for showing off? You gonna get your reality check or do I have to remind everypony about that time during the dragon migration when your disguise of a female dragon-”

“OKAY! OKAY! That’s… quite enough…” she noticed the crowd staring at her now tomato colored head, to which she grew even more embarrassed and fled.

I’ll… I’ll need to apologize to her later.

“Gosh darnit Fluttershy.” I turned to Applejack. “Why’d you have to go and bring that up.”

“I admit I went too far, but I’d be remiss if I just let her or any of you verbally attack a performer for doing what she needs to.”

“Why would she need to brag about how ‘great’ she is?” Rainbow asked as she flew over to us. “The Wonderbolts don’t need to brag about how awesome they are.”

“Exactly, the Wonderbolts, a group of stunt fliers and a Celestia endorsed branch of the Equestrian military, they’re the most well known team of Pegasi in the world… but Trixie here is a travelling performer, she doesn’t have the benefit of advertising, or government funding, or dedicated fans showing up to her every stop, the only way she’s gonna be able to put on big enough shows and get any payment is to show off and entice ponies with dazzling tricks, she needs to make them think she’s better at magic than them so they’ll actually be impressed.” I then gave a solemn look. “But that might not be the only reason.”

“Huh?” the two once irate ponies looked at me.

I led them away from the stage, but still in view before whispering. “She might not be trying to convince them… she might be trying to convince herself.”

“What?” Applejack said in disbelief.

“I may be wrong, but from what I saw, what she has is a shell, something to keep her true self protected from the rest of the world, she doesn’t look like she’s from Canterlot, and most Earth Pony towns aren’t as nice as Ponyville, she’s probably been alienated, or abused.” This got a gasp from the two. “And when her Cutie Mark came in, being a talent around magic, that might’ve made it worse, as every time she’d try to express her talent it’d be seen as showing off and she’d be tormented further. That’s why she has a life on the road, why she never stays in one spot, and why she acts so confident and boisterous… because if she didn’t she’d probably break down into tears right there on the stage.”

“That… that’s horrible! Why would anypony do that?!” Rainbow asked in shock… oooh boy they were not gonna like the answer.

“Maybe they thought ‘there’s nothing wrong with being talented, ‘cepting when someone starts showing it off like a school filly with fancy new ribbons’, or maybe they got annoyed that the pony being a show off was drawing attention from them, like their fancy new flight techniques.”

I could very well see the look of horror the two had.

“I’m not going to beat around the bush, you were clearly going down a path those other ponies had, it might’ve been heckling at first, a little contempt, but then you’d start to hate her, blame her for things that weren’t her fault, call her a villain, when that’s the last thing she needs.”

They looked like kicked puppies, that very much made it hard not to try and feel bad.

“Gosh I… I’m so-”

“Don’t apologize Applejack, neither of you should, I stopped you before you made that mistake…”

“So… what do we do? Hiding behind something like that can’t be good for her.”

“No it isn’t, and with Snips and Snails idolizing her, it’ll just give her artificial ego an unhealthy boost.” I get an idea. “Meet me here at her carriage after the show, I’ve got an idea.”

{idea}

To clarify, the reason I needed them to wait was two-fold, we needed to have no distractions when my plan went into motion… and I needed to explain to Rarity why I brought up that embarrassing story (I won’t spill… unless everyone asks nicely) and I also needed to apologize.

Now onto current events, I’m going make the first move, and that moment came as I headed over to Trixie leaving her stage.

“Ugh, what do you want? The Great and Powerful Trixie does not have time for Autographs.”

“How about a hug?” I say immediately.

“What?”

And with that, I pulled her into an embrace of affection and understanding.

“H-hey! Unhoof the Great and Powerful Trixie this instant!” there was struggling, and screams of outrage, then slowly exhaustion… “Why… why are you doing this?”

“Shh, it’s okay, you don’t need to hide anymore.”

“Hide? W-what does the Great and Powerful Trixie needs to hide from??”

“It’s not the Great and Powerful Trixie who is hiding, but rather it’s the pony who hides behind her.”

“What are you talking about??” she started to enact a second wind to try and escape. “Stop! Let… let go of me!”

I did not, I saw the progress, I needed to keep holding her for a little longer.

“I… I mean it! I mean… the G-Great and P-Power...ful…” despite her efforts, she fell apart, crying and holding me as she couldn’t handle the warm, unconditional embrace.

There we go… I let her continue to cry as her facade broke apart, the Great and Powerful Trixie making way for just Trixie Lulamoon.

That was when phase 2 came in, AJ and Dash came over, representing the Pegasi and Earth Ponies of her past.

“Hey, Trixie, right?” Rainbow began. “That show was… really nice.”

I smiled, and let Trixie go this time when she tried to get out of the hug. “Oh… thank you.” the whole emotional tide had washed away the pompous attitude, and what was left was…

Ironically? What I was supposed to be, shy and adorable.

“Yeah, but we wanna ask if you could… change it a little.” Applejack said carefully.

“Oh?” she looked up from under her hat and-HNNG!! Too cute!!

“Yeah, if it’s not too much trouble, could we see more o’ Trixie, not the Great and Powerful mask? This you seems much nicer.”

“Yeah, friends shouldn’t need to hide who they are.”

“F-friends? Really?”

“I mean, if you don’t mind, that is… I think you’ve been too long without.” I said.

At that, Trixie Lulamoon gave a smile and stood up a little straighter. “O-okay! I’d like that!”

“Great! I’ve already got a spot to park your carriage at the farm.”

“And I’ve gotten you some extra shows around town.”

I blinked and looked at the two of them.

Wow girls, way to show initiative, though by the looks of it, I still have the higher charisma in this party… fuck! Now I wanna play some Ogres & Oubliettes.

I shook my head clear of nerd urges and decided to make use of their hospitality. “The road is a lonely place, would you please consider staying here? Make more friends? Maybe have something you didn’t before.”

I looked to Trixie, who was now teary-eyed, before tackle-hugging me to the ground. “Thank you!!”

And that was how Trixie Lulamoon became a new resident of Ponyville! And became heart-attack inducing levels of cute overnight.

{Bonus For Joke Lovers}

“Alright, you arrive at the city gates.” Spike began. “The guards stop you and-”

“I act to seduce the guards!” I immediately say.

“Fluttershy, I get you’re a Bard, but there’s two things I have a problem with involving this.”

“Hm?”

“1: you can’t just seduce everything for no reason! And the last time you did that you went and described everything after, so Twilight had to give me ‘the talk’.”

“I’m not seeing a problem here.” I giggled at Spike’s deadpan expression.

He sighed before moving on. “And 2: I don’t care that the 6th Edition lets you act out conversations instead of rolling for realism, but for Celestia’s sake Big Mac has tipped the table three times already after you’ve used that ‘sexy voice’ of yours, could you please just roll?!” he said exasperatedly, making the crimson stallion become more crimson.

“Aww… it’s not my fault he lives up to his namesake.”

Author's Note

behold! more chapter! I got serious for a moment! our daring protagonist plans for a change in figure! and I may or may not have angered several fanboys with my alterations to the plot! lemme know your feed back and...

please don't hate me...

Chapter 7: Shy's 'Dragon.'

Author's Note

behold! more chapter and more clop! enjoy and give lots of feedback!

Chapter 7: Shy's 'Dragon.'

“So that’s what your job is around here?” Trixie asked me over our tea-party.

“Mhm! I’m surprised nopony notices, I tend to be super obvious with it.” I said after explaining my occupation which accounted for my income.

...maybe if you showed up earlier you would’ve been able to learn it too, too bad.

I perked up at the sound of coughing, and when I saw Angel and a half-eaten carrot, maternal instincts kicked in and immediately I engaged in an improvised heimlich.

AKA: hoof-to-gut.

A heavy thud and a horked-up carrot chunk later, and my dear rabbit pal was hugging my leg.

“[Thanks Fluttershy… but normally don’t you keep an eye on me when I eat?]”

“You’ve made it clear that if I kept warning you not to eat your food too quickly, you’d never learn.”

The now humbled bunny demon nodded his head before taking the rest of his carrot and hopping away.

“So, when is this magic friend of yours, Twilight, coming back from Canterlot.”

“Oh, it won’t be too long, she just needed to go back to *giggle* Amend some Fences.”

“I still can’t believe most of this stuff, Elements of Harmony, Nightmare Moon being a good guy possessed by some shadow demon, you going ape on Celestia for that Ticket incident.”

“I could try and see if she’d be willing to get you a ticket if you want.”

“No thanks, nobles make me wanna scream, especially Prince Blueblood.”

“You’ve met him?”

“I wish I hadn’t, moment we met he started hitting on me, total womanizer!”

“Oh come on, he couldn’t be that bad.”

“His first sentence to me was asking if my cutie mark tasted like a pixie stick.”

IIIII… immediately turned away, finding the sky to be much more interesting than usual… and then even more interesting, and worrying, when I saw a cloud of smoke beginning to blanket the sky.

“Oh shit.”

“What do you think it is?” Trixie asked.

“No clue, head back to your wagon and stay there, I’m gonna go warn the other ponies.”

And with a nod, we split.

I could tell where fate has brought me today, the oh so infamous quest for Fluttershy where nopony paid attention to her, she had a crippling fear of dragons, and completely derailed all of her friend’s plans.

This would be irritating for me, if I was bound to follow the same situations, thankfully I’m not.

“HEY!!” I yelled as loudly as I could in the middle of town, causing the townsponies to jump and tumble over each other before turning to me. “There is a big, dangerous cloud of smoke in the sky! We need weather ponies up there to contain it while we work to stop it at the source!”

I looked at the crowd of still shell-shocked ponies, who probably didn’t realize I had been growing in confidence and courage.

“NOW!” and that sent them scrambling.

“Okay Fluttershy, that won’t hold it off long, you need to get in contact with Twilight and-”

“Get in contact about what?”

“YIPE!” I blurted out before turning to the Lavender Pony. “Twilight! Don’t do that, how did you-... nevermind, listen, we need to get everypony and head to the mountain where the dragon smoke is coming from.”

“Wait, how do you know it’s a dragon??”

“I’m an animal expert! And that mountain clearly isn’t a volcano otherwise the ice near the peak would have melted due to the increasing heat of an impending eruption.” Dead. Silence. “I research habitats too! Is this really the time to be questioning when we risk a cloud of smoke covering Equestria and forcing about a cruel, unrelenting and ash-filled winter?!”

That got her. “R-right! I’ll get Rarity and Pinkie, you get Rainbow and Applejack, we’ll meet at the base of the mountain in one hour.”

“Got it!”

{1 hour later}

“Heehee! I… I have no idea how we’re doing this.” I mutter as we just proceed to walk up the side of the mountain.

“It’s not that difficult, it’s just like grabbing things with your hooves.” Twilight explained.

“That’s the thing, I don’t know how I manage to do that either, I just do.”

“Because we have small pockets of magic at the end of our hooves, and when we flex the right muscles, the magic activates.”

“Huh… neat.”

I am so happy to grant all this lore and exposition!

… huh, this episode’s gonna speed by rather quickly.

Eh, whatever, at least I don’t need to deal with an angry, fire-breathing Dragon.

Well… fuck, I shouldn’t have spoken too soon.

It seemed perfectly fine at first, go in, talk to the Dragon, have it leave, then go home to relax.

Instead the Dragon takes one sniff of me and decides I should be part of his hoard, then Rainbow Dash came in to save me.

Now we’re all cowering behind a rock as the dragon keeps blasting us, ready for Pony kebab!

“Well girls… I guess this is it…” I gulped as I felt a crack on the boulder.

“You were the best friends a mare could ask for.” Twilight admitted.

“I wish I could tell Granny Smith goodbye.” Applejack muttered.

“Hey, isn’t that Princess Luna?” Pinkie asked-wait…

“Huh??” we all looked to her, and then where she was pointing to see Princess Luna.

...with a very… very big axe.

“ENOUGH! YOU WILL NOT HARM OUR FRIENDS!!” and with a mighty CRASH! The blade cut deep into the rock, almost severing the Dragon’s head had he not reeled back in fright, then as we came out we watched as the princess of the night gave the reptile a vicious, predatory glare. “Leave.”

“YIPE!” was the Dragon’s last word before he fled, leaving behind a pile of scales in his wake.

“Wow, Princess Luna saved us, and look Fluttershy, Red Dragon Scales, that’s just what I need for the spell!”

“Huh… that’s… that’s grea…” *thud*

I woke up that night on the couch of my cottage, with Twilight and the gang surrounding me.

“Oh… hey girls… where’s Luna?”

“She said she exhausted all the magic she recovered during that rescue, she’s gone back to the palace to get some rest.”

“Aww, shame… I wanted to talk to her.”

“You shouldn’t be talking much right now, you’re mentally fatigued, you need to rest your mind so you don’t break it.”

Well… that explains the fainting. “But what about-”

“I’m working on the spell now, Fluttershy, it should be ready… after you’ve recovered.”

“O...okay...” was all I could get out before I fell asleep, this time entering the dreamscape…

It was very… white and… blank…

“Weird, I don’t normally dream so lucidly.”

“Hello Fluttershy.” I blinked and turned to find Luna, directly in front of me, with a gentle smile on her face. “Let us get rid of this obstruction.” she says as her horn glows and I feel a cool breeze between my…

Oh crap my covering’s gone!!

“Do not fear, dear Pegasus, it is still on in reality, but in the dream world there is no need to hide who you are.”

“I… uh huh.” I blushed, knowing full well that the princess of the night, the beautiful, elegant Alicorn Luna, could see my erection.

“It is quite the unique blessing you have, Fluttershy, to bear both benefits of opposing genders.” She complimented, causing me to look her in the eyes, a bit surprised.

“Blessing?”

“Yes… and I understand the reasons behind your desire of concealment… though I hope one day you can show it with pride.” She placed a hoof on my shoulder. “When I was possessed by the Nightmare, I was still aware of what she had done with my body, and while I was not… opposed to the actions she committed to you, the fact that we both enjoyed it left me at a… crossroads.”

“I got that from what Celestia hinted at, you wanted to do it again, but the viewpoints of the past made it difficult to accept you wanted a mare on mare relationship.”

“I mean, back then it was perfectly acceptable for two mares to indulge in each other’s bodies when in a herd, mostly to give the stallion of said herd a show, but it was unheard of or looked down upon to consider having sexual attraction to other mares. I understand times are different now, but the problem is my teachings have kept me stuck in the old ways, the only plus side is that this internal conflict has allowed me to intake the teachings of modern Equish and not make a fool of myself by speaking an old tongue.”

“I can see that, and I completely understand your plight.”

“Yes, so I’ve realized, the only reason the conflict has any ground to fight on is because I was not in control of my actions.”

“Wait what??” I blinked, and my eyes widened as it slowly dawned on me what she was planning.

“So I will prove to myself with my own hooves that I want this, so prepare yourself, Fluttershy.” her eyes fluttered into a seductive, half-lidded gaze. “To have a royal, wet dream.” she whispered out as she leaned in for what I assumed for a kiss…

Only to be wrong, as her head dipped lower, and before I could react, her lips pressed against the tip of my exposed length. I gasped at the sensation, but didn’t have time to recover as she acted more forward, slipping my cock into her mouth and stroking her tongue along the sides.

“Ahhn~! Oh… oh fuck, L-Luna~...” I moaned out as she continued her improv fellatio, clearly showing inexperience, but that fact didn’t truly matter when her long muzzle was able to reach to my base, and her tongue effortlessly swirled and glided across my shaft, it was a heaven I could never have imagined.

I didn’t know what drove me now, but I didn’t care, all I wanted was more, so as she sucked, I saw my forelegs move on their own, wrapping around her own… and then my hips bucked.

The muffled gasp of surprise from her filled me with a sinful pleasure, making me thrust forward again, fucking that moon mouth in my lecherous need, which only grew after the 6th or 7th thrust when Luna was able to recover from my actions, making long drags of her tongue from base to tip on the back motion, and then sucking me in to speed up my thrust on the forward.

“Luna… L-Luna I’m… I’m gonna… fffuuuuck~!” I was unfortunately too late in my warning as my balls clenched, flooding the Dreamwalker’s mouth with my astral jizz, the benefits of the dreamscape making themselves known as she didn’t gag, but happily drank up the white treasure that erupted from me.

The intensity of my orgasm left me a bit weak in the knees, meaning I showed no resistance as she pulled away, and then kissed me, feeding me the warm, salty cream I had gifted her, bringing out my arousal at such a kinky move.

Which seemed to be her plan as she saw my renewed hardness, and turned, laying down on the white floor and lifting her tail.

“W-wait, you want me to-”

“It is merely a dream, Fluttershy, do not be so cautious, now come over here and mount me.”

YES. MA’AM.

I trotted over slowly, breath heavy, cock throbbing, ready to rut this beautiful mare in front of me, sadly in my eagerness I missed my mark. Causing Luna to let out a grunt of frustration. I tried again, but another miss left her more irate, and as I readied the third attempt, she looked at me in a desperate need.

“Hurry up and rut me you-” *Schlk!* “NNNF~!! Yeeess!!”

I had finally made it in, and made good on the opportunity, looming over her as my hips slammed forward, the hard noise of my balls and groin slapping against her royal body echoing around in the white expanse was music to my ears, I couldn’t get enough of the sound just as I couldn’t get enough of the wet, warm dripping snatch of my lover.

“Oh Luna, your pussy is so perfect, I don’t wanna pull out, I don’t want to stop!” I had lost the fight with my primal impulses, all I could see now was me and this beautiful mare I was ramming into. “I’m gonna make you moan like a proper breeding mare!”

“Yes! Keep fucking me Fluttershy~, your thick cock is gonna make me cum~!!” she declared as her pussy twitched and contracted, her own instincts running wild as her womb desired to milk me for all I was worth. “I’m your horny royal cocksleeve now, don’t stop~!”

Her desires spurred on my own as we escalated more and more, until I was pounding into her at full speed, and her pussy was twitching wildly, her clit winking out erratically in her passionate need to be filled. “I… I’m gonna cum, I’m gonna cum and fill you up Luna~!!”

“Mmh~! Yes Fluttershy cum inside me! Cum inside my slutty princess pussy… I… I… AAAAAAAHHH~!!!” she let out her cry as her cunt clamped down, forcing my cock still as I sprayed out my foal batter right into her oven, the deep, guttural sense of satisfaction running through both of us as I let out a groan of fulfillment.

Once the energy of our climax passed over us, I found myself collapsing on top of her, panting… and all I could think about was what I needed to tell her.

“I… I love you, Luna.” I admitted, for her to hear alone, kissing the ear I whispered into.

“And… and I love you Fluttershy, I hope… we can enjoy each other’s company again…”

“Oh, I’m not done.” I said, leaving her eyes to go wide.

“You’re… you’re not?” she said with a hint of worry.

“Oh no, I’ve got 6 more loads I wanna empty out into you~.” I said with a cheeky grin. “So let’s get started, shall we?” I flipped her over before she could respond, and got to work pounding her again.

“AH~!!”

{Meanwhile, just outside Fluttershy’s Dream Door}

Two dripping sounds made themselves apparent as the actual Luna looked into Fluttershy’s dream. She had expected to come in and admit her feelings in a more romantic setting, not to witness… that.

And so it was an incredibly flustered Princess of The Night who closed the Dream Door to the view of a Futanari Fluttershy plowing a manifestation of herself into a puddle, to then leave, leaving two trails, one of a very clear nosebleed, and one of a drooling pair of ‘lips’.

Chapter 8: Fertile Gossip and Sperm Of The Century. (puns are hard)

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 9: Winter Fap-Up.

*yawn* “what a lovely winter.” I smiled as I got up to greet Angel, who had become more active now, and for good reason.

“[I’m glad it’s finally over, stupid instincts making me go all slow and-]” *scritchy scritchy* “[fingernaaaaiiiils…]”

I giggled as one of the benefits of my new body was that with a few headpats or ear scratches, the once ferocious bunny was now putty, in my hands.

Yes, if you didn’t check in last chapter, Twilight finally managed to cast the spell that turned me into an anthropomorphic, while a bit surprising, I have taken the addition of my new ‘assets’ rather well, proud of my new DD cups and even admiring them on the odd occasion. My friends also had to take some time to accept the new me, the fact that I still had my Pegasus abilities helped me gain favour with Rainbow Dash, who had still seen the friend she made back in Flight School.

That… made the fact that I wasn’t her original Fluttershy come back to the forefront of my mind… it hurt, but I made peace with that long ago, and the fact I was still somehow her friend in my core helped a lot.

Applejack and Rarity did have difficulty, but Applejack was easy to bring around when I told her that the change would not change who I really was and I would still be the friend she knew before the change, and she felt the honesty in my words… Rarity, okay, I’ll be honest, the fact I needed new clothes for my new body, hell, a new wardrobe, made her completely forget any of her concerns.

Pinkie didn’t have a problem with it, but I did have to spend an hour to convince her not to throw me a ‘Congratulations on getting huge knockers’ party. Silver lining, the big change allowed me to see them all one-on-one, so I could set up that real Slumber Party for Twilight and make sure Pinkie knew how a Slumber Party worked.

She knew… all too well.

Lemme explain, I had gotten our Truth or Dare, or ‘Spin The Bottle’ game, set up, Twilight having put a lie-detector enchantment on said bottle.

{Flaaaaaashbaaaaaaack}

“Alright Dashie! Truth or Dare!” Pinkie said.

“Heh, alright then, Dare.” Rainbow declared while I let out a sigh.

First round, what’s it gonna be, do a headstand? Eat a bowl of candies in one go? Do a flip on her hooves?

“I dare you to nestle into Fluttershy’s cleavage for the rest of the game!”

Wut?

“Wut?” Dash said.

“Wut?” the others parroted.

“You heard me.” Pinkie said with a determined, devilish grin.

Yeah, minotaur genes meant minotaur stature, I didn’t really notice before, but now with Pinkie pointing it out, and now Dash so close to me, they really kinda were ‘little’ ponies, and that in turn made the feat all the more feasible as a red faced Rainbow was now resting between my bare tits.

“Nh~.”

“You okay, Sugarcube?” Applejack said in concern.

“I’m… good…” I managed to get out as I tried to bite back several moans.

Accursed blissfully sensitive Double D udders!

“M-me too! Let’s just get on with this.” she said as she lifted a hoof-

“No! Don’t move, I’ll spin it.” I say, making sure I didn’t get any extra stimulation.

...and it landed on Pinkie.

“Truth!” She said without a word.

Rainbow had all sorts of questions, but only one was on her mind. “Have you… been to a Slumber Party before?”

“Yep! Loads of them, some with my sisters who had much more funny ideas!” The Party Pony giggled.

“Like what?” I asked cautiously.

“Oh, when I visited home for my 18th, that night Limestone dared me to blow the pizza delivery pony, it turned out to be a mare, but I don’t think anypony minded after I was done.”

Dead. fucking. Silence.

“My turn!”

{Present}

Yeah, so turns out we learned a lesson not to underestimate Pinkie Pie at the game of Truth or Dare.

…or Never Have I Ever…

…or pillow fights, I have no fucking clue how that got kinky, but the things she can do to you with a pillow…

Gah! Right! Story, focus on the story!

Now after that night my naked splendor would thankfully not last, as after a few measurements I was treated to a very forgiving tank-top and sweatpants.

Because fuck. Jeans. They’re tough, itchy and don’t fucking breath, give me gentle cloth fibers any day.

I got several other shirts, in many varied styles, other pants of similar make that hugged my figure nicely, and got my coats and other clothing attire remade.

Good thing too, as even with my shirts, cloth and bare nipples do not mix, those fuckers were so erect they gave my dick a run for its money.

...okay they poked out a few centimetres at most but they sure felt that perky.

Yes I use the metric system! I’m British! Fuck you!

Moving on, getting that fluffy coat, matching pants hoof-boots and gloves was the best thing that happened to me, so I paid her for all the love she put into the work, of course she tried to turn me down, but after I made it clear I wasn’t going to have her use all this material without some sort of recompense, she accepted.

It was like the fluffiest hug ever, and it gave the fluffiest hugs ever! From what Pinkie told me anyways.

Now it’s the last day of Winter, and while I was upset I wouldn’t be able to wear the coat anymore, I was enthusiastic to enjoy some Winter Wrap-Up!

As I rushed over, I went immediately to Rarity, who gave me a tan armband.

“Sorry Fluttershy, I ran out of Tan cloth for a jacket your size.

“It’s okay Rarity, I really like it!” I put it on.

“Now, quickly, to Town Square.”

{one musical number later}

Well, my job is definitely a little more tedious than I expected, ring bell, greet sleepy animals, clean out the nest, rinse and repeat, rinse and repeat, rinse and-

“Fluttershy! Do you need any help?”

“Oh thank Celestia, yes.” I groaned out. “Sorry Twilight, I’m happy to be seeing all my animal friends after their hibernation, but I don’t have any help right now, so I’m having to wake them up one burrow at a time.”

“Well maybe I can work on waking some of the animals too.”

Oh dear, here we go. “Are you sure? You need to be able to stay calm and relaxed, no matter what you see in those dens.”

“I’m sure I’ll be fine, how could such adorable fuzzy creatures possibly surprise me.”

“Uh huh, you know snakes hibernate too.”

“S-snakes?”

“Yes, a lot of reptiles hibernate during the winter because of their cold-blooded nature, it’s too difficult to go out and get food or even move in this weather for a lot of them.”

“I’m cold-blooded, why am I able to stay awake through winter?” Spike asked.

“...you breathe fire.” I say with a blunt tone and a raised eyebrow. “Sorry Twilight, but I don’t want you to risk hurting yourself, if you can’t remain calm and wake them up gently they might go into a panic, along with any other animal you run into.”

“But I-”

“No, Twilight, I can’t in good conscience let you help me, I saw your reaction when I mentioned snakes, what if your first wake-up was a bear? Or skunks?”

“...okay…” she lowered her head sadly.

“Don’t worry Twilight, you’ll find a way to help without magic, even if it’s not in a normal job.” I consoled her before she left.

… *sigh* rinse and repeat, rinse and-dear Celestia I’m going to go insane at this rate.

Eventually I had to intercept Dash to stop her from melting the snow immediately, I hadn’t cleared out all the dens yet, meaning if the snow melted now, a lot of innocent critters would drown.

Applejack needed the snow melted now or else the seeds that had been planted would risk dying off before having the chance to sprout.

It was a mess, and the Mayor saw it too.

But, I had an ace up my sleeve… but actually in the nearby bush.

“Motivation isn’t what we need Mayor Mare, no amount of motivation can help our timing problems, we need Organisation.”

I said nothing more as the Unicorn came out of her hiding spot, but I did give her a knowing smirk.

Since you all know how it goes from here on out, I thought I’d mention some concerns everypony seems to have.

Twilight has been learning her lessons, it just didn’t have to come from my friends getting their flanks handed to them by unfortunate circumstance, if I’m a main character, and I have the power to do so, I’m not gonna let my friend risk her life and sanity on a dumb personal bet, I’m not gonna let my friends run into Poison Joke, and I’m certainly not gonna let some Trolling Bitch of a Princess think she can get away with giving my friend a psychotic break!

So I thought I’d clear two very important things up. First off, I told Twilight and Dash that Gilda had roared in my face, but I wasn’t upset and forgave her, while working to get her out of the mindset Griffonstone put on her. Twilight learned to not immediately assume a friend is lying out of jealousy, and Dash learned to see when a friend changes for the worst, so to make sure they don’t pass the edge.

Second, while the Parasprite plague never happened, there was an incident, turns out Twilight ended up going a bit too overboard and controlling when it came to the preparations, and from that experience learned a better lesson than that half-assed one born of Pinkie not telling anyone why she needed all those instruments. Twilight learned that getting upset at your friends for lots of little mistakes and pushing them away can have you risk losing them, it’s better to put more faith in your friends’ abilities and calmly work through the problems so you can reach the solution together.

So yes, I’m not skullfucking the timeline, you can relax and worship Princess Twilight’s plot as much as you want.

Now, back to the present, it was the first night of spring, and a certain feathered friend had decided to visit again, pouncing on my bed.

“Hehe, ready for another night Flutter… turtle?” Gilda muttered as she found only the toy in the bed.

Then the lights came on, and there I was, next to a now locked window, fully erect.

“Hello, Gilda~, like the toy? I’m about to make you squeak like it~.” I said with a subtle, toned flex.

“...gulp…”

Author's Note

behold! more Chapters!

Chapter 10: Cat-Call of The Cutie and Fall Weather Friends-With-Benefits.

After my night of Finger Licking Chicken… hehehe… I decided to go see Trixie and learn how she’s doing with Twilight’s lessons.

Oh yeah, never mentioned it before now, but turns out I was right about Trixie’s horrible, horrible upbringing, everything from the abuse to why she made that arrogant shell to begin with. She could do the same levels of magic that Twilight was able to do if she had the training and the know-how, which she couldn’t get during her childhood because of how she was Ostracized for said talent. This lead to her believing she could only do stage magic, but Twilight has been able to help Trixie see the potential she has and work to nurture it, much like Celestia nurtured her own talent.

That Alicorn Amulet? Probably an artifact that just gave the pony a power boost, since I’ve learned myself that you can pull off a lot of advanced spells if you have the raw power to brute-force it instead of weaving the needed Spell Circles. So now Trixie has been given the chance to learn magic at the level of Princess Celestia’s protege, and she couldn’t be happier.

So now I was on my way to her wagon, when I watched Applebloom try, and fail, to make any sales.

“Huh, Call Of The Cutie… well I’m sure this will handle itself.” I walked onward.

“... and then we got around to the more obscure spellcrafts, like Haycarte’s Method! I never thought being in a book would be so much fun!” Trixie finished her very adorable gushing over her recent magic lessons.

“I’ve gotta know, how exactly is it in a book?”

“Oh, it’s a bit surreal, on the outside it looks like you’re just an illustration, but on the inside you’re actually viewing moments in the world, with a window in the sky to look up at the outside world. If you remain a passive observer, you can truly see what the author’s vision was and the meanings behind everything they wrote.”

Wow, wish we had that on Earth instead of Teachers finding 300 fucking interpretations for ‘Of Mice And Men’... wait. “What do you mean ‘remain a passive observer’.”

“Well, the effects only last for as long as you remain in the book, but you are still a physical presence in that world, you can actually go in and interact with characters and places and see how it plays out, I don’t know if anyone has tried but it might be possible to do that with comics as well, including those black and white ones from Neighpon.”

“Manga… the word you’re looking for is Manga.”

“Right… it was so cool to be in the book and learn everything by actually being in that world, even if Twilight needed to pull me in with her before I could do the spell myself.” The realization hit me, I could bring anyone into any book with me… like Gilda, and go into… “Fluttershy? You’re… you’re drooling.”

I shook my head as I realized my folly. “AWW! Why can’t I have magic too!!”

“Oh come on, Fluttershy, you do still have magic.”

“But you get to do cool things with yours! It’s not fair!” I cry out in Cock-Block-induced Rage, and slam my fists into the table.

Which then… immolated. “AGH! WHAT THE BUCK?!” I cried out as me and Trixie jumped back, but unlike me who stared at the table ashes, she was looking right at me. “What are you doing?? Another one of your fireworks could go off at any minute!”

“It… wasn’t fireworks…” I blink at her… rather frightened tone.

“Then… what was it?”

“I think you need to look at your hands.” she pointed out.

And upon my inspection, I saw something, something beautiful, something amazing, something mystical!

I saw my hands… were glowing! “I… I can cast magic??” a grin split my face, rather creepily. “Hehehe, HeHeHe! HAHAHA! AHAHAHAHAHAA! MWUAHAHAHAHAHAHAHAHAHA-”

“STOP THAT!”

“Sorry.”

Alright, to help with context, I’ll need to put it at third person POV until I come in, there won’t be a notifier to mark the change, it’ll just immediately happen with no transition.

By this time Twilight had just gotten home and finished that very important letter to Princess Celestia. And was now sitting down with a glass of water and a good book.

“Well Spike, it seems that today was rather peaceful.” She commented.

“Yeah, kinda nice when something crazy doesn’t happen every week.”

“Totally, just an upset filly with a problem that worked itself out in the end, to be honest I was actually expecting something crazy to happen for it to be worthy of a letter, but it’s nice to have a nice, relaxing-”

*BAM* Went the door as I kicked it open and ran in. “Hey Twilight!”

“Gah! Fluttershy? Why-”

“Flyingbookhorsesayswhat!”

“What? Whoa! Hey! What the?!” was her line of questioning as she began rising in the air… and then saw my glowing appendages.

“I CAN DO MAGIC!!” *thud* “Oh hey, Spike are you okay? Spike? Yep, he’s out cold, Twilight?”

I looked to the unicorn in the air, with her dropped jaw and glazed over eyes. “Oooh… I think I broke ‘em again… actually this is worse than the bomb drop about Spike being her son…” I slowly lowered her back onto her cushion, and then calmly, and quietly… booked it to the hospital.

{Next Episode}

With Twilight and Spike still in the hospital for therapy… lots of therapy… Rainbow and Applejack decided I should be the judge for their Iron Pony Competition, I would’ve countered, saying I wanted to join in but… I’ve got the toned and sexy Athletic Build the Equivalent of an Olympian, it wouldn’t be fair… and speaking of fair.

“Alright, before we start these games, I think it’s fair we discuss some ground rules.” I said.

“Rules? Why would we-” Rainbow began before I cut her off.

“Dash, you can fly, and she can’t, even with that Earth Pony Strength, she can’t exactly do much if you decide to use your wings so frivolously, it’d be challenging Twilight to a race and her deciding to teleport to the Finish Line.”

“I doubt she could do that.”

“Or challenging me to a hoof-wrestle when I have the strength of a Minotaur.”

Rainbow immediately took a look at my arms and sweated a little. “...okay, point taken…”

“So, in order to keep this fair, but not completely disregard your power, you’re allowed one flap or one wing open at a time for each event.”

“One flap?! What am I supposed to do with one flap?!” she yelled angrily, flying up to my face.

“Example A.” I spread my wings with a smirk, and just as Rainbow realized what was gonna happen next, but before she could react, I blew her away with a mighty fan of my wings.

Once Dash recovered from her tumble, and a quick apology from me, we got started.

The events played out like they normally did, until we got to the push-ups.

It was neck and neck, they hit 99, they were struggling for that last push, and Rainbow couldn’t rely on continuous flapping to lift her, she had to bank it all on one flap… however, she decided on a better idea, by taking only one of her wings out and using it under her to help push up the rest of the way.

“100!”

“All right! Woop-” *thud* Went Rainbow as in her cheer she forgot her wing would be the only thing lifting her up, so she flopped to the side.

The long jump was another win for Dash, except she only just made it by a few inches rather than just ‘leaping’ clear of Applejack’s own landing.

Applejack didn’t seem too upset, knowing Dash was making an effort to stay in the rules most likely, it was clear the contest was still fair and about their unique athletic ability rather than racial traits.

In the next event with the chicks, it was actually Applejack who won, as even though Rainbow could still shield her chicks from the mud with a wing, Applejack managed to reach the end faster as the pegasus needed to keep checks on her balance.

After several more events, it eventually came to the final event, the tug of war.

This was a clear win for Applejack, even with that wing boost that almost pulled the workhorse into the mud, the farm-mare had too much raw weight and power to ensure the win.

“Alright, and the final scores Are…” I paused for dramatic effect. “Applejack: 9 points! And Rainbow Dash: 11 points!”

The spontaneous crowd of ponies cheered on for Rainbow’s victory, who just ate it all up.

I quickly put a stop to that. “Dash, come down here for a second.” she looked confused but did come down. “Now you and Applejack shake hooves and be good sports, okay? A Sore Winner is just as bad as a Sore Loser.”

It took a bit more nudging for the ‘good sports’ part, but I did thankfully avert a grudge forming between the two… almost.

I needed to nip the animosity in the bud before it got out of hand, even if it was passive aggressive at this point, and the episode’s original events helped me think of the perfect idea. “Say, the Running of The Leaves is about to start tomorrow, if you feel like a rematch, how about you use that? Same rules apply?”

The competitive smirks on their faces was all I needed.

“And so it turns out my worries were warranted, as they both started being unsportsmanlike in attempts to one-up each other, it was only after they found themselves tied for last and me being the first place winner, that I was able to get through to them that they were holding the idea of winning over their friendship.” I finished my story.

“Wow, that’s quite a story… I'm honestly having a hard time believing some of it.” Twilight said as she relaxed in the hospital bed.

“Well, it doesn’t help its believability when it just so happens Celestia also showed up.”

“How’d she take your new form?”

“She… actually didn’t even comment on it, though since I thought you’d like the lesson it gave, I already passed it on to her as one of your reports.”

“Thanks Fluttershy, I don’t think I could handle missing a report while I’m like this.”

Oh, you poor mare you have no idea. “Well, I’ll let you get back to your recovery, Twilight, sorry again for not easing you into my new… abilities.”

“It’s no problem, now you should probably get out of here before the psychiatrist gets back.”

“Got it!” and with that, I leapt back out the window.

...what? You seriously think they’d let the person who caused the mental break near the patient??

Author's Note

Behold, Fluttershy with MAAAAAAAAAAAAAAAAAAAAAGIC!

shenanigans await, dear readers.

Chapter 11: Sucked For Success.

Today is a good day!!

Twilight and Spike finally got out of Therapy, I’ve gotten to train with magic alongside Trixie (albeit basic ass stuff at the moment but I’ll take what I can get.) and now…

Rarity’s finally started work on our dresses!

...Well, she never planned on doing it, I actually had to wait for when Twilight and the others inspired her to make the dresses.

It was gonna take a few hours for my dress to be ready, because of size issues, so I was gonna have a look at mine in a one-on-one presentation, so I thought the best way to pass the time would be to further practice my newly realized magical talent as I waited.

Of course no amount of juiced up mana reserves was gonna allow for raw power output, no matter what somepony would think, so the only way my magic was gonna get better than levitating things and combusting tables was to actually train myself to form the spell-glyphs I need for each incantation.

Negative, I had this weird mana equivalent of constipation whenever I had to slowly make the shapes and runes I needed, not fun.

Positive, I had multiple points that were not directly connected with my skull, so I didn’t need to have the whole thing be mental, and I could draw out the glyphs in the air!

I had actually been doing this on my own for several days, during the night, when I was at home with nothing to do, even when I was waiting for my cakes at Sugarcube Corner. It had been a lot of considerable effort, but today I actually made progress with it! I have finally gotten all the glyphs memorized for one of the first spells I read from a grimoire at the library. ‘Intuit Arcana’s A-Z of spells’, so yeah, it was gonna start with A, sue me.

“Okay, and the last one… there! Accelero!” I declared happily as I shifted each circle to overlap, and then charged the formed spell, and then it shone, then dissipated, and I waited for the effect.

...still waiting…

...I still didn’t feel any faster…

“Oh come on, really? I thought this was a speed spell! Ugh, I need a drink of water.” I got up and wa-*ZOOM!!* “AH OH SHI-” *WHAM* … well, I would’ve walked, turns out the spell was actually working even if I didn’t feel the energy in my body, thus the sudden sprint, and of course… my meeting with Rarity’s nice newly furnished wall, full force.

...note to self, be thankful that enchanted cock-coverings prevent solid objects from enacting blunt force trauma to genitals.

“Fluttershy? Whatever are you doing to my wall?” I heard Rarity as she came out to check the commotion.

“Um… I… there is literally no way I can say anything that makes this less awkward is there?”

“Probably not.”

“Alright so I’ll just say I’m dry-humping the dry-wall to see if I can make it wet-wall.” I dispelled the Accelero and turned to a now Cherry-Rarity.

“Okay, but why say that?”

“So that somepony will be just as embarrassed as I am… but either way, never speak of this again?”

“Never speak of this again, now come on, I’ve just finished your dress, I’m sure it’ll really bring out your true self.”

I nodded eagerly and cautiously walked to the room… hey, I’m still new to magic, I didn’t know if I actually stopped the spell or not.

Thankfully no impacts to flat vertical planes occurred further and I was able to go in and see… my dress on a strange rack, I could tell there was a lot of green and nature to it with a gentle breeze of life at the lower half, but on the upper half I saw… thorns, not actual ones but the design of them that wrapped around the arms, and the chest looked like two large leaves of poison ivy, and a rose head-dress.

“Sorry about leaving it unceremoniously like that, but I didn’t have any Ponyquins that worked with your… *ahem* unique, stature, I did however took the liberty to set you up a changing room and a mirror to see how it would look on you.” She lead me to a curtained off room and hoofed me the dress, leaving me to my privacy.

{1 minute later}

“So… what do you think of it?” Rarity asked as I looked at myself in the mirror, and I was… strangely concerned by the design.

“It’s… nice…”

“Fluttershy, I know you’re not as shy as you were before, that’s not going to work on me.”

“Oh no! I mean it, it’s nice, I like the colours, I like how it mixes my kindness with my new tough demeanour but… I have one issue.”

“And what’s that? The others told me their problems.”

“Oh I know they did.” I said with an eye roll.

“So what’s wrong?”

“Well, did you have to make it so… revealing?” I gestured to how the leaves I had mentioned earlier were just able to cover enough of the front to actually be considered a top for a dress and not some form of green bikini, but only just.

“Well, I only had so much forest green on hoof, and you are rather… sizeable…”

“*sigh* yeah… I get that a lot.” I sat down.

“...this isn’t just about the dress, is it?” She asked as she looked at my downtrodden expression.

“No…”

“Would it make you feel better if you talked about it?”

“A little…” I looked at her as she looked back with this warm smile, waiting for me to speak in my own time. “Ponies keep judging me for my new form, I’m happy I was able to get all of you to accept who I am now but… the stares and the judgement of all these ponies looking at me like a freak… it hurts, it hurts and it makes it really hard to be strong when so many eyes just look on at you in fear and disgust, and it’s only lessened now because of Celestia just talking to me like a normal pony but…”

“Oh there, there, Fluttershy.” She comforted as she moved to hug me at my side. “You don’t need to worry about those ponies, they’ll come around eventually, and even so you still have me, Twilight, Rainbow, Applejack and Pinkie, and we won’t judge you because of how you look now, you’ll always be our friend.”

“Thanks… the… the front doesn’t really worry me as much anymore.”

“Oh no, don’t backpedal now, I can just order some-” *grab* “Wait, Fluttershy, why are you lifting me up? Now wait that seems a bit too close I think-”

*smoooooooooooooooooch!* “I. Like. The Dress.”

“...o-okay…”

“Don’t suppress your artistic vision just to make us happy.”

“Okay…”

I placed down the unicorn who could now pass herself off as a genderbent Big Mac, and left, a weight pleasantly lifted off my shoulders.

Now it was time to deal with the dumpster fire that was…

The fashion show, dear Celestia the ‘fashion’ show, with what I was seeing calling this event anything involving ‘fashion’ is like how EA can somehow still call itself Electronic ‘Arts’! It was absolutely terrible, it was a very, VERY clear difference in quality between my dress, and theirs.

I hadn’t hoped to go this far, I had hoped all of them seeing me in my outfit would have them realize how bad they looked in those things… then again they probably never saw it before and probably thought this was how I requested it. This was going to be too much humiliation to Rarity, I would not allow that, not after the kiss, it was time for… some tough love.

“...you guys look ridiculous.”

“What? Why’d you go and say that??” Applejack said, the group feeling hurt, I was ready to take it ba-

NO! YOU ARE NOT JEOPARDIZING RARITY’S BUSINESS! FULL CHARGE! NO SURRENDER!

“Oh, well since you volunteered, how about you Miss ‘20 gallons’?” she grabbed onto her hat protectively. “Look at those unneeded overalls, and heavy work boots? You work on a farm where you buck trees with your bare hooves! What could they protect you from that your hooves can’t handle on their own?”

As I saw Applejack back off in a bit of shame that made my heart break, I moved to Rainbow. “You look like you’re dressed for war, not a runway, seriously, do you think it’s fashionable to look like you’re about to head into Gladitorial Combat?” She seemed to have this prideful grin on her face. “It isn’t, it makes you look paranoid.” Aaaand there it goes.

“Now hey! This looks cool, it’s better than some stupid dress.”

“If you didn’t want a dress, why didn’t you just ask for pants and make the flowing dress a cape, or wing extensions instead?”

“Why would Rarity let me wear pants?”

“Well she lets me wear pants.” I hiked up the dress to show them.

“Oh.” with her entire argument dead, she moved to join Applejack.

Now to Pinkie. “...you don’t look like you’re in a dress, you look like you tumbled through a crate of party supplies.” She grinned. “That’s not a good thing, you look like a mess, not something festive.” She deflated at that. “This better not be how you think you should be seen, I like to see Pinkie, not just the party.” That somehow got her to cheer up, but thankfully gave her that needed moment of self-clarity that made her justifiably self conscious.

“And you.” I turned to Twilight… oh boy, this one was gonna HURT. "You look like you’re trying to cosplay as Nightmare Moon’s Security Blanket."

“You mean Luna’s Security Blanket?”

“No, I mean a Security Blanket her corrupted self would have.”

With a loud *Fwoom!* I was surprisingly witness to Twilight scorching the dress to dust.

“I wish I didn’t need to be so brutal, but it’s not only your dignity on the line, but a friend’s reputation, a reputation for having high standards and artistic vision.” they looked at me with confusion. “Rarity! I let you go out in those Frankenstallion’s mess of clothing you made her sew for you, and you’ll destroy her business!”

“Oh yeah? And what makes you think your dress is any better?!” Rainbow said, confirming they didn’t know who designed it.

“Because I didn’t have it changed, I trusted my commercial clothing designer expert of a friend to give me something I looked good in, I trusted Rarity to know what I needed in a dress, and not what I wanted, I mean for Celestia’s sake she was making them for free.” in my anger I had turned around. “I thought you would have more faith in her than that.”

The gasps from behind me made it clear I hurt them more then than when I picked apart their choices in fashion.

“I’m sorry… but if I didn’t say it, you’d learn it the hard way…”

I didn’t have the heart to go ahead with the fashion show, nor the courage to look the four in the eye, so I ran home, ignoring their calls as I fled to my cottage and slammed the door.

I felt the weight of what I had said fully hit me as I slumped to the floor, and sobbed.

There was nothing more to really say, that morning I felt absolutely broken, I knew what I said needed to be said, but it didn’t make it any less wrong to say it, and that left me hurt and practically emotionally dead. I didn’t even care when Angel got upset at me for making breakfast late that morning, but later on I would look back and appreciate that he didn’t continue when he saw the state I was in.

Though I do still hold a slight irritation that he let my friends inside the house when they arrived without my notice.

“Fluttershy?” I jumped from the table, turning to find five sorrowful faces look back.

“Oh… hey girls, I’m not exactly in the mood to talk about last night.”

“Good, then you can listen instead.” Rainbow said sternly. “You… you were right.”

“What?” I blinked in shock, I get maybe Applejack but I never expected Rainbow to admit to such without some coaxing.

“When you left we decided to talk to Rarity about the fashion show.” Twilight began. “It took a little longer than we thought, but we convinced her to actually be honest about what she thought about our requested designs, the fact that she broke down in shame sent a few signals… so Applejack had an idea.”

“Was a bit underhanded, but we continued on with the Fashion Show and left it completely anonymous.” Applejack continued. “...you were a lot nicer about the dresses than the ponies were.”

“One of the reporters called me a ‘relief mare’ for the royal barracks!” Rainbow said in anger. “And they called Pinkie a… actually I don’t think I could repeat it…”

“I don’t even know what ADHD is, but I think it’s something bad.” Pinkie spoke up, giving me the info I needed.

“I’m so sorry you had to push yourself to do that Darling.” Rarity moved to comfort me. “I should’ve admitted I was concerned with the designs to begin with instead of blindly making every request.”

“It’s not your fault Rarity, you were making something for your friends, it’s normal you’d try everything to make them happy… even if you focused on want more than need.”

“But I-”

“Don’t make me kiss you again, I’ve already had to stop one of these back and forth situations.”

“Meep!” and like that, she clammed up, causing the other four to stare between us in shock and awe.

Eventually the awkward air died down and we ended up laughing it off like… like friends.

“Yeah, we were all kind of jerks, Fluttershy, so we’re not really mad.” Twilight explained.

“Yeah! Say if we forgive you, could you forgive us?” Dash added.

“...I can live with that.” I smiled as I pulled them all into a big hug.

“Eek! I’m being squished by boobies!” Pinkie giggled out.

“Okay. moment’s gone.” I drop them all unceremoniously to the ground. “Dammit Pinkie.”

Yeah Pinkie, just… never change.

Author's Note

I'M BAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAACK!

Chapter 12: Feeling Pinkie Up and Sonic Rainbone.

It had been two days since we made up, and I was more or less better today as I relaxed out by the lake.

It felt good to rest in the sun, shirt off, and watch voyeuring pegasi collide with clouds as they dropped their attention from their flight path.

Considering how ponies are all about strengthening ties to other races, it’d make sense we’d develop a more varied concept on physical attraction… maybe I read all those faces wrong, I mean they never actually said they were disgusted or that they found me freakish… and there were foals around-oh my Celestia they thought I was showing off too much with the tank top.

My growing dread at my complete misunderstanding of a situation managed to be knocked away by the sounds of distressed ribbits.

“Huh?” I decided to get up from the grass and flutter (hehe) over to the sound of the noise, pulling back hedges to see-“HOLY BUCK!”

This was clearly an issue with overpopulation, I could barely see the pond over the massive amount of frogs. “And I thought Angel reproduced fast, and he’s the only male rabbit that doesn’t go out into the wild.”

Yeah, that’s right, Angel was the one to sire all those baby bunnies in Applebuck Season, surprising, isn’t it?

But back to the amphibians, it was obvious this pond was not going to cut it, they need relocation. “Hold on my Semi-Aquatic Compatriots, I’ll be back with a wagon and some baskets and I’ll take you to Froggy Bottom Bog.”

*ribbit*

“...yes, I’ll be putting on a shirt too.” I say with a blush and proceed to head off to attain the necessary items.

“Alright, everyone ready.” a cheer of croaks from behind came in reply…

Unfortunately, I still had the old wagon built with a pony harness… that meant I had to be on all fours to use it, so I was in a rather… suggestive, position, but I didn’t let that get the best of me.

No siree I was DEFINITELY not blushing like a tomato with my head flooded with images of Luna appearing and rutting me like a horny slut as payback for the escapades we shared in my dreams NOPE!!

I proceeded to fly up and off over Ponyville, since the Lake and pond were on the other side of town from the Everfree Forest, making it a bit awkward to make that trip to my cottage and back.

Though it was relaxing to fly about to the gentle croaking of the frogs, I didn’t even realize when I started giving out a bit of a song in kind, or even when they decided to join me.

It was a rather catchy, rhythmic choir of croaks that flew across the sky of Ponyville that day, until one of the frogs knocked me out of my stupor to inform me we have a frog overboard, I immediately rushed to retrieve him from… Twilight’s face.

“Sorry Twilight, I was just at the pond and saw the extreme overpopulation, so these amphibians required a proper relocation to a larger habitation.”

“...wut?” Spike asked.

“She’s moving the frogs to a larger spot.” Twilight explained.

“Thank you, and thanks again for saving this one… I… would do this on hoof but the wagon demands that I be on all fours.” I give a wave before heading off again.

I knew I would see them later, but I pitied all the pain Twilight is going to go through.

Now, I know I think it’d be more engaging if I didn’t count these skips… the alternative was boring, I had to spend the whole time counting the frogs to make sure I had a full headcount.

“3,267... 3,268... 3,269, nice… there! 3,270 relocated, hopping, happy frogs!”

“Fluttershy! You’re okay!” I heard a Dragon call out as I was hugged from behind.

“Well, why wouldn’t I be?” I asked, knowing the answer already.

“Phew, what a relief.” Applejack said with a relieved tone.

“I’m so glad everything’s alright!” Pinkie cheered, and this would be when Twilight would gloat about Pinkie’s Pinkie Sense being debunked, but I wasn’t having any of that.

“Of course, there isn’t any danger out in Froggy Bottom Bog, well, except the Hydra.”

“H-Hydra?” Spike asked.

“Well sure, the frogs here tend to attract a lot of large predators, so they’ve formed a symbiotic relationship with a large four-headed Hydra that lives in the water, they continue to act as bait to lure food for the Hydra, and it makes sure to have itself look enticing to insects so the Frogs get an easy meal. I never bother to stay here long, as the Hydra has a taste for ponies.”

“So you’re saying that somewhere around is *cough* *cough*, some big, stinky, fly-attracting Hydra?” Twilight asked as the stink clouds rolled in.

“No, it’s actually right behind you.”

Her eyes turned to pinpricks as she slowly turned to face the monster that had revealed itself.

“Meep…”

The beast let out a vicious roar that sent the ponies and dragons into fleeing… but I stood my ground, causing Twilight to turn to me in horror. “Fluttershy! What are you doing?!” She bellowed. “Nopony can fight a Hydra like that!”

“Yeah, you see, that’s the big difference here Twilight, if we ran in that direction, we’d run to a cliff.” She flinched, and the Hydra got ready to lunge. “And I may be a pony, but then again you forget that to change me, you hybridized me with another creature, granting me the traits of both races.” The first head launched forward ready to snatch me up in its jaws. “So I’m not just a pony!” and I swung my (magically assisted) hoof forward.

*CLANG* “I’m Half-Minotaur, BITCH!”

As the beast recoiled, the group looked absolutely mortified.

“...that’s your cue to run around him, Girls!”

As the beast shook off the attack I knew wasn’t going to do diddly to it until I got more practice, I kept distracting it as the four fled… then I followed, ending up catching up with Applejack and the others quickly and losing the beast in the treeline.

“That was so much fun!!” I cried out.

“...and I thought Rainbow Dash was the Adrenaline Junkie.” AJ muttered.

“Wow Pinkie, you said there’d be a Doozy here and that Hydra sure was a-”

*uncontrollable shaking*

“Pinkie?”

“That wasn’t it.”

“What??”

“The Hydra wasn’t the Doozy, my Pinkie Sense is saying it hasn’t happened yet. *more shaking* see?”

“But… I… you… WHAT?!”

“Uh oh.” I mutter as we backed up.

Then Twilight goes Nirik on us… for less than ten seconds.

“Oh I give up.”

Okay, so this kinda goes the same way as the episode, she admits to believing in Pinkie Sense, the Doozy was fulfilled and Pinkie skipped away happily, now for my addition.

“Wait, you were trying to figure out Pinkie Sense?” I ask.

“Uh… yeah?”

“Oh, I figured that out ages ago!” I say casually.

“You… already… ooooh.” *thud*

“Twilight? ...Twilight?”

{two hours later, Twilight Residence}

“...so it’s just Earth Pony Magic?”

“Mhm! Earth Ponies have a subtle power to commune with the earth, it allows them to easily check which soil is fertile enough for planting or what a certain plant needs, though in modern cases the link to the land has diverged into unique variants.”

“And in Pinkie’s case, the earth is able to warn her about different events through ticks, twitches and the like.”

“Yep, I’m surprised you immediately went for the scientific method to try and figure out a clearly magical solution.”

“Yeah… now I just feel silly.”

“Oh, it happens to the best of us, now about that magic lesson?”

“Really? After that stunt you pulled with the Hydra?”

“Because of that stunt, I want to actually get magic techniques so I can actually drive off a beast next time.”

She paused, but then sighed in defeat. “You’re… okay, you’re not exactly right, but you’re not wrong either, you’re going to need someone to teach you magic and I don’t think any normal tutors would go along with it.”

“Yay!!” I cheered excitedly.

“But only on the same days I have lessons with Trixie.”

“Aww.”

{Next Episode}

“Alright, so now that you know the elements of a good cheer, let’s hear one!” Rainbow said to me as she somehow convinced me out of bed for this horseshit.

Oh, you’re gonna pay. “Yay.”

“... come on, you’re going to cheer for me like that? Louder.”

“Yay!”

“Louder!”

“YAY!”

“LOUDEERR!!”

*deep inhale* moment of truth.

“YAY!!”

“AAAAAAAAAAAAAAAaaaaaaaaaaaaaAAAAAAAAAAAAaaaaaaaaaaaa-” I heard Rainbow scream as she… flew off into the distance.

“...BWAHAHAHAHAHA!! HOLY FUCK I… I JUST ‘FUS RO DAH’D RAINBOW INTO THE NEXT COUNTY! AAAHAHAHAHAHAHAAA!!”

{~~one intro~~ twenty minutes later}

After a few apologies, and a request to tone it down, the performance of Rainbow Dash began.

“Yeah Rainbow!” I said, cheering with actual enthusiasm as she began.

She rushed in immediately, working through the Tree Slalom.

“Alright!!”

She aced it on the cloud spinning technique.

“Woohoo!”

And she almost, ALMOST got the Rainboom down… but her momentum choked at the last minute and she got sling-shotted by the re-straightening Mach Cone.

I blanched until I realized just where she was gonna land.

“If I let her send the books sprawling! I’ll have to wait another week for lessons! Alright Fluttershy, time for some hope and faith.”

I cast Accelero, and raced off, unlike before, I was in an open space, meaning I had a bit more time to get used to the increase of velocity than I did in Rarity’s Boutique, sure I almost bisected a poor pony but I managed to dodge just in time and managed to get the hang of it as I arrived and entered the Library, Dispelling the enchantment.

“Fluttershy? I thought-”

“No time to explain!” I declare as I huddled like a Quarterback at the window I knew Rainbow was gonna crash through and Caught her, leaving me to skid back a bit but I did it!

“You okay Rainbow?” I glanced at the Pegasus.

“Mmf! MMF!” She muffled back with her muzzle in my-oh dear!

*drop* “ow!”

“Sorry!”

“Well, whatever, you did kinda well with your performance.” She complimented.

“Thanks! I’ve never actually cheered for anypony before…” But I do know how to be loud if you know what I’m saying hehehehehehe…

“Cheering for what?”

“Oh, the Best Young Fliers Competition.”

“What’s that?”

“Oh, it’s where all the best pegasus fliers from all over Equestria show off their different flying styles to compete to see who’s the best of the best! Some are fast!” (insert car impersonation) “And some are gracefu-UuuULL!” *crash*

“Go-lly, I’d love to see you strut your stuff at this competition.” Applejack said.

“Actually, maybe we can all go!” Twilight said, causing the others to make a noise of confusion.

And here is where my influence has affected certain characters.

“Thanks to me teaching Trixie and Fluttershy new magic, I’ve had to look through all the basics, including two new spells that might help, The first one should grant me and the others temporary wings, while the second one is a basic cloudwalking enchantment.” she explained. “I’d like to try the first one, the second one sounds easier, but it means we won’t be able to save ourselves if we happened to fall off, or the enchantment wore off while we were still on the clouds.”

“Thanks girls, I’d love for you to come to Cloudsdale, any amount of support from my friends is awesome.” Dash said.

“Speaking of which, I think we should go, all that practice might make us late for you to enter.”

“What?!” And with that, Rainbow was off.

“Seeya girls!” And I soon followed.

Now, I know what you’re thinking, ‘But Fluttershy, there was no way you’d be late, I thought Rainbow Dash leaves in the episode to rest up.’

Well you see that point is very simple, I lied.

You see, Cloudsdale is really fucking far away, and while my minotaur potential changed me for the better in some ways, it’s changed me in others as well.

For example, while a normal Pegasi is a speed flier, I, with my new Griffon-esque wingspan (I have had a lot of time to compare with an actual Griffon) am more akin to an endurance flier. Sure I could still help create tornadoes with my slower, stronger flaps so ‘Hurricane Fluttershy’ isn’t a doomed episode, but there was no way I was gonna be able to get there in time after Rainbow’s nap, and Rainbow’s too loyal to leave me behind so she’d be late for the tryouts.

So yeah, I’m making Dash get me there earlier so I don’t slow her down later.

Now that exposition dump is out of the way, I need to stop stalling and go about… the encounter.

“Well, well, well, what do we have here?” Dumbbell (yes, that is seriously his name) calls out to us.

“It’s our old friend, Rainbow Crash!” Hoops added.

And here we go with the insults, I can’t-

“Say, who’s your friend?”

“Wut?” me and Rainbow said at the same time.

I found myself in a very uncomfortable situation as the three stooges ignored Rainbow to casually surround me.

I think I liked it better when I didn’t know I was still attractive to ponies like this!

“Hey hot stuff, what’s a fine piece of flank like you doing with some Flight School dropout like her?” The Leader of the trio asked, making it undeniably clear he was hitting on me, the other two getting grins.

“Yeah, you should hang out with some actual stallions instead of some tomboy.” Plothole number two added.

“Right, what’s say you and we go talk over a few glasses of cider?” The Third guy, Quarterback, offered.

Contain the bile fluttershy, fill your throat with Sass instead.

“Wow, and I thought Flying Pigs were supposed to be impossible.” I say as I strut off, giving Dumbbell a good crotch-kick for good measure before heading away from them with Rainbow.

“Sorry you had to go through that Fluttershy, I felt sick just watching.”

“It’s okay, it’s better than them going after you, you don’t deserve any stress or pressure if you want to pull off the Sonic Rainboom.”

“Fluttershy, I… I don’t think I-” I interrupt as I place my hands on her shoulders.

“No, you can and you will, don’t let anypony doubt how amazing you are, not even you, okay?”

“Uh… okay, thanks Fluttershy.”

“Hey, that’s what friends are… for?” I blink as I saw Rarity appear from under the clouds, shimmering wings like thin crystal panes of colour. “Woah…”

“Huh?” Rainbow blinked as she turned around and saw- “Rarity?!”

“Hello Rainbow Dash, you’ll be happy to know Twilight managed to succeed in her spells… partly.”

“Partly?” She asked before the balloon came up from the clouds like Rarity, revealing Twilight and co.

“Hi Rainbow!” Pinkie exclaimed before hopping onto the cloud.

“...I take it the wing spell takes too much effort?” I assumed as I looked to Twilight.

“Yeah, we’re just going to try and avoid the edges.” She admitted.

“Since you’re here, and Fluttershy decided to get us to come here earlier...”

“Hey, I haven’t gotten used to my new wingstyle, okay?”

“I know, I know… how about we give you a tour of Cloudsdale?”

With the group chorusing out an agreement, we were off on the tour… and immediately Rarity got distracted by herself in a mirror, and then some road workers decided to admire her wings too.

Well at least I’m not being noticed anymore.

“Careful Rarity,” Twilight warned. “Those wings are made from Gossamer and Morning Dew, they’re quite Fragile!”

“Oh Darling, I don’t think they’ll be worn out by a little attention.”

“Wow, story of Ichor Husk, much?”

“You’ve heard of that old tale?” Purple-Smart inquired.

“Yeah, it’s a classic Filly’s Fable.” Rainbow answered for me. “A Unicorn trying to out-do pegasi with wax wings? It’s hard to find a pony in Cloudsdale who hasn’t heard of that story.”

With that out of the way, the tour went about just as you’d expect, we got a look at all the parts of the factory, Rarity kept showing off and eventually decided to join the competition, if you want to visualize this better, just go through the episode and imagine Fluttershy replaced with a curvy voluptuous anthro mare.

With the big titties. (enjoy your obligatory Hellsing Abridged reference)

Unfortunately when we got to the Cloudiseum I wasn’t able to go backstage and give Rainbow a pep-talk, and that meant events were surely going to happen that I couldn’t prevent… especially with somepony needing an ego check.

“When this is over, me and Rarity are going to have a long talk about not overshadowing the friend you came to support on the way home.” I angrily said.

“Oh come on Fluttershy, you can’t possibly… mean…” the words Applejack wanted to say died in her throat as I looked her dead in the eye, and did something that made her and the others visibly pale with how serious I was.

“Cross my heart, hope to fly, stick a cupcake in my eye, I will be giving Rarity the appropriate scolding.” To hell with a simple ‘learned my lesson’ schtick after Rainbow’s rescue, she volunteered for an untested spell just to help support Rainbow, and now she’s gone all Peacock on her and practically ruined all of the confidence I had worked to help her build up! “And maybe a suitable punishment if she indirectly sabotages Rainbow’s performance.”

“Suitable punishment?” Twilight asked cautiously.

“She’s acting like a spoiled foal, that warrants something fitting, a good spanking.”

That got them to go from white to red rather quickly.

But now wasn’t the time to focus on me, as Rainbow and Rarity came on stage, and just like I expected, Rarity had replaced Rainbow’s Rock and Roll track with something calming, not conducive to stunt flying.

Which… became apparent at the Slalom as she ended up colliding with the wall…

And when one of the clouds she was spinning went out of control and nearly knocked Celestia upside the head…

Meaning now it all relied on her being able to pull off a Sonic Rainboom, but I knew she would, considering the right motivation was about to arrive in 3… 2… 1…

“Oh no! Her wings evaporated into thin air!” Twilight cried out as Rarity began to descend.

“Wow… it was more like the tale of Ichor Husk than I thought.”

“Why are you so calm?! She could be killed!”

“Yes, but I have faith in Rainbow Dash.”

“Why not the Wonderbolts?” Pinkie asked, to which I pointed to the three unconscious pegasi falling with the unicorn in question. “Oooh.” And then she saw Rainbow speeding past towards them. “OOOH!”

This was it, Rainbow was beginning to form the Mach Cone, but she needed all the support she could get to break it.

So I began. “Rainbow Dash! Rainbow Dash!” I continued the chant as I gestured to my friends to join in.

“Rainbow Dash! Rainbow Dash!” It was a cheer that began to spread as the cone got sharper and sharper, until eventually the entire Cloudiseum was yelling out the chant, cheering her on, even Celestia.

It was a giant booming cheer erupting out the bottom and top of the stadium, and from what little I could see from my seat, she could hear it.

“RAINBOW DASH! RAINBOW DASH! RAINBOW DASH!”

*BOOM!*

And there it was, an aurora of colours bursting out from the epicenter, a flaming ring of prismatic power and beauty, and a polychromatic streak speeding through the sky like a bolt of lightning, arching over the stadium before the Pegasus responsible landed and handed the rescued ponies to the response team.

This caused the Cloudiseum to burst into cheers as Rainbow Dash pulled a daring rescue and a legendary trick all at the same time.

If she didn’t win the competition now? I’d be very disappointed in Celestia’s judgment.

“Well, it may be awhile before Rainbow returns to Ponyville, but I say we all managed to learn a valuable-”

“Oooh no, Rarity, you’re not getting out of this!” I interrupted the fashionista as we all took the Balloon back home.

“What…?” she asked, looking to the others.

“She… Pinkie Promised that she would be scolding you for your actions when we started heading home.” Applejack explained, causing Rarity to look mortified, glancing to Pinkie.

“Sorry Rarity, but I’m not letting anypony break a Pinkie Promise.” she said seriously.

“Now, let’s talk about how you disrupted over several months of important weather work at the factory.” I began

“NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!!!”

Author's Note

behold, another double episode chapter, apologies if it's a bit longer than others.

Chapter 13: Flare Master.

Author's Note

I... have no excuse for this delay except for decisions I had trouble making and failure to think of a decent enough rant so... please don't be mad.

Chapter 13: Flare Master.

“...and finally we come to the fact that you did not keep calm, resulting in the Wonderbolts being knocked out by your wild flailing, meaning you almost killed them too-”

“STOP!” Rarity finally yelled out. “Okay, okay, I deserve everything that you’ve just said, but please! I think you have said enough to fulfill that Pinkie Promise, can we talk about this later?”

“...okay.” I relented, seeing that she was not broken, or crying, but just looked really exhausted.

“Thank you…” she then proved my assumption correct as she got out of the balloon on landing, then straight up legitimately fainted there on the spot, not even a fainting couch to save her.

Seeing I was at fault, I picked her up Bridal style and carried her home, telling the others. “I got this, you girls just head home.”

Huh, funny how it’s Bridal Style, and it’s so easy to carry them all like thi-

*sudden image of the Mane 5 in wedding dresses*

GAH! NO! FUCK FUCK FUCK! DOWN BOY! DOWN!

A few days after the young fliers competition I decided to make it up to Rarity for that earful I gave her by washing her cat, Opalescence.

Worst. Mistake. OF MY LIFE!

It wasn’t anything to do with her being aggressive, oh no, she was like a proper lady, with etiquette and polite manners as I carefully scrubbed her down.

The problem was I could understand her, and that meant I had to listen as she berated her owner.

“[...and then there was that time she forced me to hold all of her supplies at once! Mare, there are five different stores that sell holders just for that purpose! And what is with me having to try all these different ‘booties’ and ‘coats’ and the ‘cutesy wootsy hats’ like what’s wrong with keeping it simple with my bow?! I’m your pet! If you want somepony to experiment on, get a model! And furthermore…]”

Yeah, it wasn’t exactly hard to figure out why Opal didn’t like Rarity after having her go on and on for hours.

I arrived later on at the Carousel Boutique to a rather perturbed Rarity.

“What now?!”

Now, if this was Canon Fluttershy, I’d be all nervous and tried to back out of a conflict… however I am not Canon Fluttershy, and so…

“Well, okay, guess I’ll just drop your cat off later.” I say flatly as I turn to leave with Opal still in the basket. “Next time change your sign to ‘closed’ if you don’t want company!”

“Wait Fluttershy! Come back!” she rushed over. “Sorry, I forgot, I’ve been busy with so many orders.”

“Hmm… well that’s okay I guess, I’ll put Opal down over here.” I hide a smirk as I set the basket down, letting Opal climb out, to which she proceeds to nuzzle my leg.

“How do you manage to do it anyway? I can’t get near her without risking a swipe from her claws.” She said as I pushed her away from the cat to avoid one of said swipes. “Did you-”

“No. I did not use ‘the stare’, she treats it like how you’d treat a trip to the spa, which reminds me, I figured out why she’s so moody.” This was another thing different from Canon, this Fluttershy will not hesitate to tell her friends when they’re being idiots.

“Wait, there’s a reason?”

“Yes, first off you keep giving her purely vegetarian food, that lack of protein is making her cranky, she had several back injuries from you making her hold multiple objects at once, the boots and dresses you make for her are either too tight or itch, I had to carefully pull claws to full extension in one paw because they got stuck inside the skin and caught on something. She doesn’t like any clothing except for bows and would prefer you to have a model, and something to hold your sewing equipment for you instead of her, but the BIGGEST infraction is one I cannot abide.” I walk right up to her and glare right into her eyes. “When was the last time you changed her litter-box?”

“O-oh…” she was pale, and a little green as she glanced to-SWEET CELESTIA!!

Forget litter box, the damn thing was a mountain of shit, it seemed clearly the only reason the pile grew was because Opal found it an absolute necessity to crap in that one spot.

Where’s a flamethrower when you need it?

“I… know it looks bad-”

“When this is over, I’m calling for a hazmat team, and then I’ll consider what you should do to apologize to her.” I said coldly, my eyes glinting with rage that gave zero tolerance.

“...o-okay.” she whimpered, backing away as Sweetie headed over to the litter box.

“Hey! Maybe I could help with-” and immediately I pulled the filly back with a light tug to the tail. “Ow! Hey!”

“Absolutely not, that is a level 5 biohazard and liable to kill you! I’m pretty sure it’s dangerous enough that you’re still in the same room as it! You know what? Rarity, give me something long and pointy! I need to perform a spell.” I demanded with a hand outstretched.

Seeing as she was curious, Rarity offered one of her large sewing needles. “I’m confused, can’t you just use your fingers for magic?”

“For something like levitating things I can lift normally or boosting my physical abilities, yes, but I think it’d be better to channel into this for what I’m about to do.” I take the needle and used the crudest brute forcing of a teleport spell, in the simple terms of ‘pour as much magic into an object and tell it to go somewhere else now!’, and with a poof, it was gone, that ‘somewhere else’ happened to be the local compost dump.

“Wow, that was-” Sweetie’s praise was cut short at the horrific sound of screeching metal, I had to drop the needle as we all watched in terror as it curled and folded in on itself painfully, eventually weaving itself into a ball of twisted, malformed steel compressed from the sudden pressure the magic feedback had put on it.

“... and that is why I didn’t use my fingers, and why unicorns have hard, bone spikes on their heads filled with magic-conductive crystal.” I say as all four of us backed away, Opal’s hairs standing on end, what made us all back off further was when Rarity tried to sweep it away with a broom only for the broom to lurch out of her grip and constantly fold in and snap itself to splinters the moment it made contact. “That… is a lot worse than I thought… we need a rock… a very, very heavy rock.” Before I could continue, Rarity, in her abject horror, proceeded to just rip out the chunk of floor the ball was on and toss it out of the window into the everfree, where the loose earth would most likely fold in and bury that nightmare sphere. “Or that… that works too.”

“Oh no, it’ll take the rest of the day to fix that hole! And I just got this new gold silk for the order too!” She revealed a material that was red on one side and gold on the other.

“You mean that rag with three holes in it?” I asked, not actually seeing the holes I knew Sweetie Belle cut from it.

“Wait, what ho-” she looked at the cloth and discovered the cuts, and immediately went down.

“IIII should come back later…”

“You mean after she’s woken up and calmed down so she doesn’t scold you for the suspiciously cape-shaped holes in her very expensive cloth?”

“How did you-”

“Would you believe me if I said a little bird told me?” I say with a shrug and a smirk.

She deadpanned at me, and I just nervously sweated and led her out just as Scootaloo and Applebloom showed up.

“Hey Sweetie Belle, are you ready for our Cutie Mark Crusaders Sleepover?” Applebloom said with a smile.

“Um… actually girls-”

“Rarity is going to be a little busy, so instead I’ve volunteered to watch over you three at my place, Sweetie even made you some gifts for the occasion.” I gave Sweetie a wink, which got her to play along and reveal the capes.

“I made us all capes to show off to everypony!”

They all squeed, put on their capes and took in a breath.

“HOLD IT!” I yell, tripping them up. “There are many things I can handle, but I heard you practice that cheer in the clubhouse all the way from home.” Not total bullshit, those little fuckers got loud! They lowered their heads, but I smiled and patted them. “Sorry, but let’s keep our voices down, okay? Why don’t you head to the clubhouse and I’ll wait for you tonight at the cottage.”

With cheerful nods and eager hops, they headed off, and I slowly tiptoed after them to home before the blood-curdling shrieks echoed out from the Boutique.

“Hey Fluttershy!” I immediately turned to Twilight, who was heading down the street, who then looked at me in confusion. “Why are you sneaking around like that?”

“Uuuuh, no reason?” I say with a rather forced smile, deciding to change the subject when she deadpanned. “So, where are you off to?”

“Oh, I’m heading to Zecora’s to pick up a bag of my new favourite tea.” She smiled. “Zebrican Green Tea is the perfect thing to drink as you relax with a good book, and Zecora’s the only pony who grows it, so it’s really lucky you helped me give a good first impression.”

“Oh it was no trouble.” I say, waving off the praise before blinking, and deciding to give my friend a word of caution as I remembered a certain part of this show. “You should be careful though, I’ve been hearing word that a Cockatrice has been active recently.”

“I’ll make sure to be careful, what about you? What are you doing with the girls?” she gestured to the Trio playing at the Town well.

“Well After an incident with a Sewing Needle and a setback in materials for an important order, I decided to lighten the load on Rarity and take the Cutie Mark Crusaders’ sleepover to my cottage.”

“Cutie Mark Crusaders?”

“...you can’t seriously tell me you didn’t hear their chant all the way from the Orchard, right?”

“I have a soundproofing spell on The Library, to keep sounds in and out.”

I caught that, it was subtle, but I caught that line of thought. “Keep sounds in? Now why is that something one would mention?” I say with a grin.

“Huh? w-what are you assuming??”

“Oh nothing much, but is it perhaps something to do with Trixie’s private lessons~?”

Her eyes widen as she blushed furiously. “I-I-I don’t know what you’re talking about!”

“Don’t you? Say, the two of you have really bonded over teaching her that magic, all alone, surrounded by raw, uncensored biblia.” I heard her breathing hitch for a moment. “And I know an academic like yourself wouldn’t jump at the chance to try new spells, like manifestation…” I lean in and whisper in her ear. “Maybe summoning tenta-”

“NYAAAA-IIIGOTTAGOSEEYOULATERFLUTTERSHY!!” She yelled as she sped down the street.

“Heh, kinky little bookwo-” *THROB* “-OOH~!! Instant regret…” I groan sadly as I had fallen prey to my own perverted imagination.

Now, as we all remember from… that episode, Fluttershy had erroneously assumed that the CMC would be innocent and good natured little angels.

Fortunately, I am now this world’s Fluttershy, so not only do I know that it’s the fucking CMC, but also that the only frame of Reference for an angel I had was Angel Bunny.

I shuddered at the thought of those sweet, if a little misguided, fillies having his bad attitude… and almost had a stroke when I imagined that rabbit having their energy and enthusiasm.

That was poor judgement on my part, as my momentary distraction left the three fillies to terrorize the animals, naturally I couldn’t let them keep it up. “ALRIGHT! That’s enough.” I yell, grabbing them with my telekinesis and dropping them on the couch. “Okay, I think some fillies need a crash course in Cutie Marks, preferably before they hurt any animals or themselves for that matter, so, what is it you’re trying to do?”

“We’re The Cutie Mark Crusaders!” Scootaloo yelled enthusiastically.

“And we’re on a quest to find our cutie marks!” Applebloom added.

“Yeah! And… what they said!” Sweetie Belle finished awkwardly, trying and failing to add to her comrades.

“That’s great! But it seems you three are kind of forgetting what a Cutie Mark is.”

“Huh?” The three chorused as they tilted their heads.

“Well looking for your special talent is good and all, but you three were running around just trying to get something to appear on your flanks without any care for what the talent means.” They continued to look with interest. “I’m worried this won’t be the end of your crusade, but I want to nudge it in the right direction. A Cutie Mark isn’t some picture on your flank that you get when you succeed in a talent, it’s something that comes when you discover a talent all your own, one that you feel is truly who you are.”

“Yeah, but we wanna get awesome Cutie Marks!” Scootaloo chimed in.

“I know, but how about this? When you’re going out doing different things for crusading, don’t think ‘will this make a cool Cutie Mark?’ Think ‘Is this what I want to do my whole life?’”

“Our… whole life?” Applebloom asked, looks of concern on their faces.

“Right, bad way to word it, I’m just saying, don’t focus on the marks, focus on the talents, think about what you have fun with, and think about what comes easy, don’t try for a Cutie Mark in a talent you hate, would be limited in, or simply would get bored with.”

“That! That… seems fair…” Sweetie Belle admitted.

“So, how about while you’re rethinking your plans, we play some fun games I… invented.” I say, looking away for a brief second and thankfully they didn’t pick up on it.

“You actually made games? For multiple ponies?”

Okay, that’s fair, they’re little, and I haven’t really interacted with them.

“It’s not just my outside that has changed, it’ll be a great way to pass the time, and fuel your imagination for Cutie Mark ideas!”

That last part, of course, got them to smile eagerly.

And I smiled a wicked, devious smile as I brought out two decks and placed them on the table, fully knowing the evil I was about to commit, deciding to even let Angel in on this.

“Allow me to introduce a Card Game not for the timid or those with a weak stomach, where points are not earned because of logic and strategy, but simply for who can make the funniest combinations with limited pieces, and only the most twisted minds can come out on top… Fillies and Creatures, this, is Cards Against Equestria…”

~-{Meanwhile, In The Canterlot Royal Gardens.}-~

Solid Strike was a true Royal Guard, he trained his body, mind, and his skills until they were their sharpest, although his talent was in infiltration, the art of the Silent Kill, and Cardboard Boxes, he was capable of patrols like any other stallion, nothing could phase him in the slightest.

That was until he found himself unnerved as he approached the statue representing Discord, not only did he hear strange noises, like a mirthful chuckle and oddly the sound of somepony munching on popcorn, but also he found the sight of the Statue was more uncomfortable than normal.

He could swear… that the amalgam’s grin was somehow wider than before.

~-{Back To Fluttershy, One Innocence Destroying Game Later}-~

“That was so fun!” Sweetie Belle cheered.

“I haven’t laughed that much since I saw Applejack help Granny with the Zap Apple Jam!” Applebloom said.

“Fuck yeah! I wanna play again!” The Impressionable Scootaloo said.

“Maybe next time, though maybe you shouldn’t use any of the new words you learned in this game.”

“Why not?”

“Well…” I glance to my left, with our critter audience, then to my right, where Angel was struggling to breathe as he laughed too hard, then finally back to them. “They are naughty words.”

“Ooooh!” The trio uttered in understanding, before nodding.

“Good… and if you mess up, you never learned it from me, got it?” Another nod. “Good, I think with this, it’s time to go to bed.”

Of course, like children, they sounded their rather negative opinion with a collective ‘Aww!’

“Now now, I know you want to keep going, but you’re still growing fillies, and staying up this late is pushing it.”

“But we’ve got so many new ideas now for Crusading!” Applebloom said.

“I know you do, but I think it’d be best if we save it for when it’s not so dark out, last I checked, Ponies don’t have night vision.” I gently chided as I got them to bed and tucked them in.

“But-” Sweetie started, but I held out a hand to stop her.

“Okay, how about this? If you act like good girls and go to bed, I’ll…” I had an idea that every parent would chastise me for. “I’ll take you through the Everfree over to Zecora’s, I’m sure she has a lot of interesting things you could help with, maybe even Alchemy?”

Their eyes all shone with excitement, and they took in a large breath.

Oh no.

“CUTIE MARK CRUSADER ALCHEMISTS! YAY!!”

“...ow…” I say from my pile of various decorations and furniture, rubbing my ears. The trio at least had the decency to give apologetic smiles as they unconvincingly proceeded to ‘fall asleep’, fake as Tartarus snores and all.

Frankly, I was too exhausted to care and proceeded to head downstairs to sleep on the couch.

“Well, that was less of an ordeal than I thought, I knew the right buttons to push, I guess I was worried for nothing.” I smiled as I laid back and went to sleep, awaiting the inevitable excitement of tomorrow when I try to lead them to Zecora’s house.

Maybe she’ll still have some of that tea Twilight likes, I’ll need it to keep myself relaxed.

…

. . .

. . .

“OH FUCK I FORGOT ABOUT TWILIGHT!” I yelled as I sprang back up.

How could I have been so stupid?! I knew this episode and I almost left Twilight to be a Pigeon Toilet… and that’s even if the Cockatrice didn’t have a taste for Pony!!

I had planned to explain what I meant at this point, but complications later on force me to wait so I needn’t repeat myself.

You see, as I was going on my search I didn’t realize the CMC had followed me into the forest, and as such accidentally led them deeper and deeper into the trees.

That was until I heard the sound of a ripping cape, and whipped around to see Applebloom, Sweetie Belle and Scootaloo, a branch having caught the fabric and tore it up.

“What are you three doing here?!?”

“Uuuhh… Cutie Mark Crusaders: Pony Rescuers?” They said simultaneously, all having nervous and ‘innocent’ smiles as I just raised an eyebrow.

“...you three are going back to the Cottage.”

“But-”

“No buts! I’m not even in the mood to make a joke about that! I won’t let three little Fillies loose in the forest with a Cockatrice on the prowl!”

“Cockatrice? What’s that?” Sweetie asked.

“It’s a ferocious creature with the ability to turn whomever looks it in the eye to stone, it has the head of a chicken and the body of a snake, and is all carnivore, it only petrifies for two reasons, territory or food.” I explain.

“Wait… why would something turn food into rock?” Scootaloo asked.

“Because it can unpetrify parts of their victims, ripping out chunks and preserving the rest, I’ve heard it can take weeks for one to finish devouring its prey piece by piece before it needs to hunt again.”

The stark, frozen horror on their faces almost made me think they had gotten petrified too, but no… they were just traumatized.

I… really need a filter.

“Um… girls?” I mutter as I booped the small unicorn in the snoot.

...and then they all started screaming and running off in a random direction together… even deeper into the forest.

“...Fuck.”

Having no real direction to make my search since Fluttershy in the show found Twilight by chance, I immediately rushed forth after the scared Fillies, if nothing else I could at least stop them from suffering the same fate. That hope began to slowly shrivel and die as I kept running ahead with no sign I was gaining on them, meaning they were out of my sight all the while.

That did nothing for my nerves at the moment as I pushed my minotauran musculature to their absolute limit, I know it wasn’t good for me, I was liable to collapse if I kept pushing, but my fear-stricken mind in concern for both Twilight and my Charges’ safety would not allow me to calm nor pace myself. All I knew in my haze was that I needed to find them, to save them.

My spirit almost broke when I found the three and Twilight, scattered around the clearing, frozen in various states of horror, but thankfully the Cockatrice seemed to only be acting territorial, and not hungry. “Oh thank Faust.” I breathed out in relief, this meant all I had to do was find that chicken-snake and stare it down, I’ve never used the damn thing but I’m pretty sure if it’s emotion based that I was pissed enough to actually do so, and if not, I know how to stare someone down normally.

As a carer of animals, I was already able to catch the tracks of not one… but two Cockatrice in the area, that meant only one thing.

“So it’s a mated pair, no wonder they felt threatened, even the smallest of foals are a danger to the eggs… that of course means with me, being so large and heavy that-”

*BAK-KRAWWWR!*

“-I am also a threat, but I can’t flee now, even if I didn’t wish to confront them for my friends to be restored… if I leave, eventually those eggs will hatch, and they will be hungry.”

I took in deep breaths and closed my eyes, letting my much larger ears keep me aware of the approaching monsters as they charged, cautious, but showing no hint of mercy as they readied claws, beaks and tails upon view of my visionless self, getting a few scratches until I realized their attack plan and went on the defensive. This wasn’t working, they kept circling, they kept on opposite sides, I needed them in front of me if I planned to use The Stare on them. There was a stinging pain suddenly on my side as one of their tails cracked against me like a whip, and in my blind state I just narrowly dodged the sharp-fanged bite aimed for my neck.

“ENOUGH!” I yell, harnessing my magic in my hands and grabbing them both in the air, their struggling causing strain that threatened to break some of the bones in my fingers, yet I stubbornly kept hold. “Just where do you get off, turning innocent ponies to stone?! They wouldn’t have so much as gone near your eggs if you simply scared them, they’re not like that!” I growled. “Sure, they can be stupid, reckless, and downright naive, but ponies never harm another creature, it’s simply not in their nature! What makes you think turning them to stone was fair?!”

The poultry-reptile hybrids clucked in confusion and nervousness, not understanding why I was referring to Ponies like I was not one of them, to which of course I cursed myself for slipping up like that.

I opened up my eyes and gave a practical death glare, trying to get them away from it, to find they were looking away, so I pushed a little more into the telekinesis, turning their heads. “YOU LOOK AT ME WHEN I’M TALKING TO-” suddenly I saw a strange surge of energy burst from around them, and spear towards me. “Oh shit.”

There was… something akin to a flashbang, I think? I mean there was a white flash and my ears were ringing as I found myself on my back, so it’s the only thing I had to go on. Getting to an upright position, I let my vision clear enough to see the two petrifying monsters slipping away into the brush. “No wait!” I say as I reach a talon forward. “I still need you to-” wait… talon?!

I blink as I look to see my ‘hand’, now not simple rounded fingers, but sharp, claw-like talons, connected to an arm that had not fur nor feathers, but scales running along all the way up to my shoulders… following them up also led me too see my new wings, large and draconic in appearance, my new tail, which was no longer a mass of hair, but a long tapering prehensile limb like a snake’s, barring the tip which had three pink feathers, my new legs, which shared the same change as my arms. The result of what had happened was slowly starting to sink in as I rushed my hands to my muzzle, which had been replaced with a beak, my head being the only place not scaled but covered in feathers, with a large frill of such atop my head making up my new mane. The only things I was happy for not changing was my body shape, my color scheme-honestly, I prefer wearing green not being green-my clothing (covering included), and the fact that I still had tits.

That leaves only one thing… I took in a deep breath as I pulled down my pants, then hooked my talons around the string of the concealing cloth, and then pulled it down too. What emerged was my cock and my balls, yet my shaft had certainly changed, the entire length was now a solid shining pink that expanded a bit near the base then began to taper off smoothly to a rounded point with the urethra at the end… I would’ve been fine with that being the only changes since it remained the same size, and it was, there was no extra definition made to my dick… and there were certainly no differences between it and its new twin.

“Well fuck, I’ve turned into a Were-ckatrice…” I say, just idly staring at my almost hypnotically swaying pair… that was not my tits this time! Then my mind decided to note the stone hoof in the corner of my vision. “Hm? Oh shit right, petrified friends!” I immediately redress, and since I had no method of catching up to the Cockatrice, proceed to carry Twilight and the CMC home.

“Okay, so you have four ponies on your couch, turned to stone, dead of night, while you’re some hybrid monster that hasn’t gone completely feral for some reason unlike when Fluttershy went Flutterbat, and you’re talking to yourself.” I recall essentially plot synopsis as quietly as I could to avoid waking the others. “Wait, I think I, or rather Fluttershy, had a book detailing the habits of unusual monsters and hybrids on her bookshelf.” I mutter as I flap over and check. “Let’s see, ‘how to tame your fears’... that’s a lot of dust on that one, moving on, ‘101 carrot recipes’, ‘the hilarious tales of Mo-’ wait, I have a book of Monty Python stories?” I glance to a small burrow in the wall, where I knew a certain rabbit was sleeping, then noted the rabbit paws. “Huh… interesting, might decide to read that later, aha! ‘Monsters Made Manageable: All you need know about fantastical beasts of Equestria and Beyond’!”

I grab the book and sit in my armchair as I skim through. “Arachne, Apparition, *flipping* Basilisk, Bull-frog, *flipping* Centaur, Chupacabra, Chimera, yes! Cockatrice!!”

I stopped reading at that and gulped. So… all I’d need to do to free Twilight is… run my tongue… all over…

I risked a glance at the grey, unmoving statue that was my friend that still retained her beauty… and my mouth suddenly became very dry.

“No, there is no way I could do that, I barely have enough self control as it is with my hands… if I were to go and start l...licking her… I don’t think I could…” already I felt the twins throbbing at the fantasies that ran through my head, of her private parts at the mercy of my mouth, of mounting her immobile frame and-

I immediately rammed my head through a wall, and screamed directly into the thick insulation before I pulled my head back. “Nope, I can’t do it, nope, not happening, I’m not gonna let myself lose it and breed Twilight like a slut with my thick throbbing-” apply pillow to head. Make hole deeper. Even louder scream. “STOP. THINKING ABOUT IT. you pussy-hungry nymphomaniac!!”

I sighed, and proceeded to take another look at the book, deciding to use the logic that while no matter what I decide on for Twilight, I’d need to do the same for the CMC, and I’m not about to explain to Rarity, Applejack or Rainbow dash that I had to lick up three fillies to save their lives.

Wish that was much earlier in the list, might not have had the near-mental breakdown a few minutes ago! Fucking pacifistic assholes.

Wait, what if my blood doesn’t work? What if I’m not Cockatrice enough to-

Hey dumbass, if my blood doesn’t work then my saliva definitely won’t either!

Oh. right…

With that brief inner debate finished, I pricked my right palm with my thumb and allowed a drop to fall onto each of the four, and then applied a band-aid to my booboo (SHUT the fuck up!)

-~{Morning}~-

Twilight awoke late in the morning, long after I had sent the trio of fillies back with Rarity, with the promise that I’d be helping them with finding their cutie marks later on. Turns out the blood is slow-acting, unlike the mental trigger that was more instantaneous.

“Uuugh, what happened?” the unicorn groaned, before sitting up and getting a good look at my beaked face staring at her from the foot of the bed, and as such she proceeded to react much like the CMC did when they woke up.

That being her screaming loudly and frantically trying to throw things at me.

“Ow! Wai-gah! Twilight would you-oof! STOP THAT!” I screeched, causing the mare to freeze up, thankfully long enough to get a good look and stop freaking out.

“...Fluttershy?” she gasped out in utter disbelief.

“Yeah… I think I need to confess a possibly magical power I had before you changed me…”

Chapter 14: The Cock-Blocker.

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')

Hearthswarming Special: Fuck Winter, In The ASS!

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Chapter 15: A Knot In Pony Show.

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Prologue: O-Oh... My~...

So… what do you think it’s like to die?

Don’t bother, you’re all wrong, it’s terrible.

My name is Ark Kane, and today I became a corpse, in Britain, by a gunshot wound.

*bang*

To think I had enjoyed an interesting life, albeit a shitty, lonely one, but it was a good life nonetheless… and how the fuck did a guy manage to keep a gun around in the fucking UK?! It’s like… super illegal to even have a replica! And this asshole has a fucking revolver prepared for when he feels the need to mug someone!

At least I didn’t have to live with the absurdity of the situation for long as the bullet pierced my skull.

And I was sent to this strange void.

Alone.

Without anything to do.

“...oh come on! Someone please show me something I could do?!” I say after hour 3 of my isolation.

In a flash I look to see two buttons, each with a differing option.

The left button was blue, the right was red, each with writing on. Gee, I wonder what this is referencing? I look to see what they read.

Reincarnate on Earth into a new form and lose all that you were

Volunteer to Take the place of a Random Pony in Equestria with all your memories and consciousness

...okay, am I on drugs? This feels like I’m on drugs…

Needless to say I took the Red Pi-er-Button.

I mean, a Brony, getting the chance to be a pony in Equestria for their second life? Who wouldn’t pick that!

With a push, the buttons disappeared and I felt myself be pulled away before losing myself to a soft whiteness, like that of clouds.

I awoke peacefully in the morning, at first I had believed it to be just a dream.

However that was completely countered by the fact that one does not feel their brains being relocated via bullet during a dream, nor remembers events as vividly as that.

“At least I didn’t wake up on the wrong side of bed.” I said softly… wait.

Is this voice… oh BUCK!

“I’m… FLUTTERSHY?!” I yelled out, then immediately ‘eep’d at how loud my voice got.

Sweet Celestia Flutters! Did you practice the RCV or something?!

Shaking off the surprising amount of vocal strength, I resolved to remain more calm when speaking. “That was… wow it was really loud, I hope I didn’t scare anyone…”

Still relaxing in bed, I heard a familiar hop approach me before seeing a disgruntled Rabbit who I was all too familiar with.

As a Brony it was very hard not to harm this rabbit, so I settled for a small smile. “Oh… hello Angel, what’s wrong?”

“[What’s wrong?! You nearly burst my eardrums with that yell! What was with panicking about being yourself anyway??]”

The rabbit… just talked… and I understood… whoo! I am really not going to get used to my special talent, am I?

“Oh, I’m sorry, I was just um… having that dream where I was a tree again…” I giggled gently. “I’m sorry if I woke you, how about I treat you to a nice breakfast as an apology?”

The idea of food removed every trace of irritation from the Demon Bunny of Tartarus. “[That’s more like it! I want a nice Carrot and Tomato Soup! And don’t miss out on the herbs!]” he hopped off. “[Oh, and Mayor Mare came around to tell you about the Tweetles practice for the Summer thing tomorrow.]”

AHA! The Bunny is useful! Now I know it is a day before the Summer Sun Celebration, and I need to train the… *pff* Tweetles, to sing at the event.

Well nothing for a mare to do but get up and start the day! I happily got up and turn, narrowly avoiding a chair haphazardly left out in the middle of the-

*thump*

“Ahhn~~!” I blink in shock.

It felt like I hit… no, impossible! I’m Fluttershy! Just a simple gender swap, I could deal, I’m just hallucinating!

But then again, there are those stories where… oh Celestia...

I would’ve been alright as just a mare but…

I slowly lowered my head to check…

...and was greeted by my other head…

*throb*

{Meanwhile, in Canterlot}

A stallion calmly places the last cards onto the pyramid.

“Finally, after all this time I have done it! Look out Whinnies Book of Equus Records! Here comes Surgical Precision!”

Suddenly a very loud, very deafening, high-pitched scream rushed through the stallion's house and destroyed all of his windows, glasses and Fine Chineigh.

Thankfully once it had died down he looked to see his house of cards was left unharmed.

he smiled and let out a breath he didn’t know he was holding.

*collapse*

“OH COME ON!!”

{Fluttershy}

I felt like I had ruined somepony’s day… eh, too busy freaking out, now where was I?

Oh yeah, AHH! WHAT THE FUCK! I’M A MARE AND I HAVE A DICK! WHAT THE FUCK IS GOING ON!?

Now yeah, a guy panicking he kept his dick, but the problem is that I’m going to deal with BOTH sets of hormones! I’m not gonna handle having so many mixed signals!!

AND OH GODS WHAT’LL HAPPEN WHEN ESTRUS HITS?!

Before I could let out another scream, my muzzle was forced closed by Angel.

“[Calm down! Did you forget you were a herm again!?]”

Again?! Oh gods this happened before?!

Not knowing what to do I simply nodded as he facepalmed.

“[look, calm down, you remember, right? You’re not like other mares, you were born differently, given both parts… by Celestia I still can’t believe I have to do this every time.]”

“I… I don’t think I’ll forget this time.” I said once I calmed down enough. “And if I did I wouldn’t freak out as bad as this time… I promise.”

It’s true, I had a good memory, and after the immediate freak-out I was able to reason that I could handle this, despite the odd circumstances.

“[Good, now let’s get your covering on.]”

“Covering?”

“[well yeah! This thing!]” he picked up some strange enchanted article that looked like my coat’s colours. “[you wanted to keep it a secret, remember?]”

She did? Oh… well this is her life that I have taken, I won’t just ruin it now.

“O-of course.” I said as he helped me put it on, even though my morning wood made it uncomfortable, this thing seemed capable of concealing any erections I had. “It’s so… fancy.”

“[better be, you paid for it.]”

“Oh, right.” I said, blushing, and after an awkward moment I headed on to the kitchen, finally back to a more calm self.

This is a life I inherited, and I couldn’t really ask for much, even if it’s got its quirks, I’m happy for it, and I’ll keep Flutter’s wishes as much as I can.

“Now come on, I’ll get your soup ready.” I said, gaining a little cheer from him.

I found myself humming idly as I walked through the cottage, greeted by the various animals, and I greeted back, beginning to make breakfast for myself and Angel, who seemed a little too pleased, but eh, I could manage.

This is going to be easy.

*THUNDER*

I ‘eep’d not because of the thunder… but last I checked it was clear skies outside.

Author's Note

behold the concept that is Closet-Futashy!

Chapter 3: Futa is Magic (Yes I Went There): Part 2

Author's Note

WARNING! WARNING!
TWO MOMENTS OF CLOP!
enjoy and make sure to comment!

Chapter 3: Futa is Magic (Yes I Went There): Part 2

Alright, tonight was the moment of truth, the Tweetles were ready, it was nearing time for the celebration, and the moon looked ominous.

“Okay… game face, Fluttershy…” I said to myself, aware of what was impending.

I decided to skip the massive amount of suspense and get straight to Nightmare Moon’s arrival, since I knew the payoff already and going through that again was more boring than I liked to admit.

Anyways, it was time for Nightmare Moon to come into the picture, and begin her big important speech… buuut I was planning to put my two bits into the ring this time, instead of being silent like the original.

“Oh, my beloved subjects.” she began. “It’s been so long since I’ve seen your precious, sun-loving faces.”

“What did you do with our princess?!” Rainbow demanded before she was held back by Applejack.

NM gave a chuckle and spoke in a more mocking tone to the pegasus. “Oh, am I not royal enough for you? Don’t you know who I am?”

As the room was filled with confused faces, and Pinkie proceeding to make bad guesses to her name, I believed now was cue Fluttershy.

“Are. you. Kidding me?!” I cried out, since this part did in fact make me genuinely annoyed how all of ponyville had no idea who Nightmare Moon was, Celestia didn’t brainwash these idiots! How the Buck did everypony in Ponyville forget one of the greatest tragedies in Equestrian history!?

Funnily enough this had the unintentional effect of killing the mood Nightmare was making, as even she was shocked that someone was more annoyed about her being forgotten than she was, but I was on a roll so I didn’t think long on it. “I’m sorry but I might get a few ponies not remembering but all of you?! For Celestia’s sake this mare has her own holiday!!”

“I do?” she asked, her earlier malice drained by the fact that she was actually having her own day.

“Yes, it’s called Nightmare Night, every year Ponies stay up during the night to gather up a big candy offering to you and wear monster costumes to disguise themselves as your minions.”

“Disguises? Offerings?” she said with a bit of excitement. “I guess they know to fear my power, so what is it that drives such terror?”

“Well it… was mainly about the old ponish legend of how you snatched away foals to create the first Thestrals but…” she seemed to be unamused at the ‘but’. “Mistranslations had it dumbed down to the point where it says you eat foals.”

“... excuse me.” the now green Nightmare said as she ran off.

“Wow Fluttershy, how do you know so much about Nightmare Night?” Rainbow Asked.

“Yeah! Normally you hide in your cottage and don’t want to go near the holiday!”

“Well, after the celebration last year I wanted to know why Nightmare Night had to be so scary, maybe I could’ve made a nice, not-spooky little party for my animal friends, no sense in them being left out of the fun because I was too scared.” they all seemed to nod at that. “But when I started reading the original legends, it was really interesting to hear of the tales of the first Nightmare Night… it’s… part of why I’ve been working to build confidence.”

“Wow, little Fluttershy working to be braver, I couldn’t be more proud!” my prismatic pal exclaimed.

After that little revelation, we watched as Nightmare Moon returned, looking rather nauseous before shaking it off to glare at the crowd. “I can’t believe Celestia allowed such a wretched lie to besmirch my name! Despite my intent I make no move to kill, let alone devour, any of you ponies, it seems I will have to take my recompense, I was merely going to cage her and bring about Eternal Night! But now... once I am done with my plans, After the next few generations I will drag her name into the mud and see how she likes being seen as a pony eating monster… better yet, I’ll have her remembered as a Foal-Fondler!”

The crowd gasped in terror as she laughed maniacally, disappearing into the mist and off into the Everfree.

“Great! If Night Forever wasn’t bad enough, now she’s going to have our grandfoals think Celestia was a pedophile!” Rainbow cried out as Applejack lost her grip from the sheer shock of such a plan.

“Sorry everypony… if I hadn’t opened my mouth she-”

“Oh come now Fluttershy,” not horny enough maybe later, wait… no! Bad brain! BAD! “There’s no way you could’ve known, you shouldn’t feel sorry for anything.”

“Thanks… say, where’d Twilight go?”

They all blinked and looked around for her. “She must be heading back to the Library.” Applejack said.

“Yeah… she seems to know a lot more than she lets on!” Rainbow added.

With a resolved group mentality, we rushed off to the Golden Oak to interrogate Twilight on the matter.

We arrived a few seconds later to see Rainbow accusing Twilight of being a spy, and my brain decided to go anime for a moment. I don’t know why I did it, but I regret it and don’t regret it at the same time…

I just drop-kicked her. “Sorry for that, Twilight, we shouldn’t be accusing you like this, I’m guessing you were preparing for this when Celestia sent you here?”

“Ow… nice form…” Rainbow groaned as she got up. “How’d you get so strong?”

“I have to wrestle a bear so he lies still for his massage.” I say, having them all be quiet. “...what? Harry’s a nice bear, but he’s very stubborn when it comes to his spine.”

“Right…” Twilight said. “Anyways, I can’t talk long, I need to find the book on the Elements of Harmony but I can’t find them!”

“‘Elements of Harmony: A Reference Guide’.” Pinkie read aloud, causing Twilight to ask, Pinkie to have a weird answer, and everyone just understanding Pinkie is random… in other news grass is green, the sky is blue and this joke is overused.

Knowing our path, we stopped outside the border of the Everfree, and let’s just say.

Despite my cottage being so close, being this close was terrifying, it had an aura about it that was never shown in the cartoon, the simple malevolent energy pouring out of it was like we were marching into the jaws of a hungry predator with a taste for Equines.

Nevertheless we marched in, facing the first peril of Nightmare Moon, the cliff… yet it was different than expected.

As the rocks fell away, I found myself on a perfect circle of earth that remained despite all logic. I would’ve questioned the circumstances of why NM did that but then Rainbow reminded me of our non-winged comrades.

It was easy for us to catch everypony and for AJ to succeed in the challenge of Honesty… yet my thoughts went back to that rock.

Next up was my test, the test of Kindness.

In all honesty, I doubt I’d qualify for that title much, I will readily admit that I have on occasion been a bit of a mischievous ass and that I think that would’ve disqualified me but… my friends were depending on me, I’d push through that doubt as we marched onward, and the Manticore appeared, and I was ready to translate.

“[RRRRAAAAAAAAGH!!!]”

Okay… he just roared, but thankfully I could still see the issue.

Before the group moved to attack, I called out.

“WAIT!” I winced as everypony else did, and I walked up to the Manticore, still roaring in pain, confusion and anger. “It’s okay, I want to help.” I said sweetly, motioning to his paw.

As he showed it to me, it looked deep in there, so it must seriously be hitting a nerve. “Oh you poor thing, don’t worry, this will only hurt for a second, ready?”

The beast nodded as I gripped the thorn in my mouth and pulled.

*pop* *roar* *licks of thanks* you get the idea, right?

Well here’s where it differs, before we all left I grabbed the Thorn in my hoof “um, excuse me, but I need to… use the little mare’s room.” and with that I sped off into the bushes.

And as I entered my face instead sported a lecherous grin as I looked down upon the ‘lifeless, inanimate thorn’ I knew in truth to be a shapeshifted Nightmare.

Knowing she didn’t know that I knew, I walked up to my prey. “Oh it’s so hard being around all those animals, and little innocent Fluttershy couldn’t possibly buy something to aid her~.” I said in a sultry tone that would turn cooked spaghetti hard. “You’re a little blunt on the end, so I hope you’re gentle enough~.”

I could feel the panic and confusion in my captive, if she reverted back now, she’d be caught before her power was fully restored, especially since shapeshifting magic is very taxing for non-changelings, but if she didn’t revert back…

Well it was too late for her to make a decision now, the mood had indeed got me horny, and I wanted to try my new marehood out~. I lowered down… letting out a tiny squeak as I feel the smooth pointed object rubbed against my pink gates, before I applied more gravity and let it slip in.

With luck, even if it was sharp before, the tip was rounded down now, leaving me safe from danger, but holy fuck did that curve feel good all up inside me~.

“Mm~, that’s a very lovely shape you have~!” I cooed as I pushed deeper and deeper, until I found myself sitting on the ground, my thorn playmate all the way in, and when I stood up, no amount of lubrication could help her escape the clutches of my hungry lips. “Ooh~! I must be more pent up than I thought~.”

I smirk as I gave a little sway back and forth, letting it shift around inside me.

*throb* *throb*

“Nnh~... *giggle* okay, you get to come out and play too~.” I say as I slipped off my cock-covering and sat down again, pushing the inch that slid out back up in there. “Ooh~! Eager little thorn-dick~...” I say as I wrapped my forehoof around my hungry length. “I have just the pussy to imagine you taking~.” I say as I stroked and moaned, my pussy convulsing with every touch of my shaft, causing Nightmare to stimulate me more.

“Ahh~ oh buck~, such a tight marehole.” I muttered in my imagination, my hoof going further along my length, faster and faster. “Oooh you’re such a dirty slut, aren’t you~? Letting me take you like this!” I cried, and my motions went faster and faster, my vision starting to go white as my cock throbbed in readiness.

“Oh! You’re making me cum a big load!” I cried into my other hoof, desperate to ensure the others didn’t here, but I was already so close, I leaned forward, about to spray a puddle into the ground in front of me as I declared the name of who I fantasized plowing.

“Oh buck~!! Luuunaaaa!! nnNNGH~!!” I cried out, muffled by my hoof as I let loose stream after stream, my convulsions more frantic that they forced my makeshift dildo out of my cunt, but I didn’t care, I simply stayed there in bliss, panting as I let my cock shrink enough to re-cover it.

As I smiled and looked back to the thorn, drenched in my mare-juices, I leaned forward and gave it a slight kiss. “Maybe I’ll get to take it for real sometime, right Nightie~?” I giggled and trotted back to the group before she could do anything.

Next was the test of laughter… actually that didn’t really change at all and I’m not transcribing the song so fuck off.

Now the test of Generosity didn’t change much either, only that I made it apparent to Rarity that with her tail so short we could see everything.

Happily that meant she grabbed some of the foliage for a basic prosthetic to retain her dignity, so she now had a leafy green tail to cover-up.

Now the test of Loyalty, that changed quite a bit, because instead of a broken bridge it was something I could never expect. The test involved me…

As I was snatched up by Nightmare and pulled off deep into the forest!

“AAAAAAAAAAAAAAAAAAAHHH!” I screamed.

“FLUTTERSHY!” the group screamed back as I got further and further away.

As I was now out of sight I was thrown unceremoniously onto my back behind a bush, yet as I moved to get up I was stopped and pinned down by my foalnapper.

“I’m afraid it will be some while before your friends come to rescue you, perverted pegasus, in the meantime, I will relish having some payback against one who saw fit to use me as a common sex-toy!”

Oh shit, what’s she going to do to me?! My brain rushed into fear as I thought of all the possible punishments a pissed-off princess of the night could do to me.

Chop me up.

Throw me to space.

Freeze me alive into a pegasicle.

Grow a massive horseco-wait, what??

Indeed, in my fear and panic, I was only snapped out of it by the sight of the shining black tower that stood tall before me, a practically glistening regal length built to ream and reduce the common mare into a moaning puddle.

“Let’s see how fun it is to have me penetrate you now!!” she declared, lining herself up to me. “Ah, I see you’re already wet with terror and wish to beg me for your-wait… that’s not urine.”

She looked back up to my blushing, half-lidded face as I looked back, my eyes shining with a burning need that had erupted the moment I saw what she was about to do to me, the fantasies from before only fueling the new-found arousal.

...okay, it may also help that I might have a bit of a rape fetish.

“P-please be gentle… i-it’s my first time.” I squeaked out as I stared up at her, trying to spread my hind-legs a little wider.

I felt a sense of pride as I stared up at a shocked and blushing Nightmare Moon who was seconds ago prepared to ravage me, even more so when a trickle a blood began flowing down from her left nostril.

Though as expected she shook herself out of it and seemed angrier. “You think this is a game?!” she declares as she thrusts into me, and I cried out as I felt her enter past my cervix, yet only reaching the medial ring. “I’ll teach you to treat me with the proper respect!” she growled and thrusted in, she was hard, fast, slamming into me over and over as she fucked my pussy raw for the sheer thrill.

Yet with every thrust of her massive length, and every squeak of pleasure she forced out of me, I saw a hint of actual affection in the act, the way she pounded into me and felt my pussy milk her for the white treat it craved.

This was NOT hatefucking or revenge-rape, she was doing this because she wanted me.

And I was all too happy to be wanted like this. “Oh Nightie~!! Come on, force it deeper! I wanna bulge!”

“Be silent! This is your consequence for disrespecting me! I am your Princess, and you will serve! Be it as a slave or a slut~!!”

“Yes Mistress~!” I purred out between thrusts, causing her blush to come back full force.

“S-stop that!!”

“Please Mistress, use me like the worthless little cumdump I am, fill me with your seed~, it is my purpose to take your baby batter~!”

Her resolve wavered at the sub-play, as with her dominatrix mindset, this was seriously getting her off. “Enough~!! I’m your Princess! Your ruler! I am the one who shall bathe the land in eternal night! You are nothing to me~!!”

“I’m your biiiitch~...” I moaned loudly, and it seems that was enough to get her to crack as she dropped her weight on me, forcing herself balls deep!

“You cunning little mare-slut~!! Look what you’ve done to me! I’m going to make you regret making me lose it.”

“Please… don’t stop~!!” I declared as she thrusted in again and again, her balls slapping against my flanks in this kinky forest fuck. “I’m so close, Mistress~!! I’m… I’M CUMMING~!!”

“No, you’re not cumming before me~!!” she thrusted harder. “Yes! Yes! AAAAHHH~~!!”

I felt a bit upset when she forced her orgasm out first, but immediately forgave her as she proceeded to get me over the edge with a few extra thrusts, it was bliss, absolute Elysium, it was-

“Fluttershy! Are you there?!”

“Buck! I thought the Shadowbolts would’ve held her up long enough for a second round!” she said before she poofed into mist and disappeared, leaving me alone, suffering aftershocks of climax, panting, and dripping Alicorn jizz out of my gaping marehood.

“Fluttershy! Where are-OH SWEET CELESTIA!” my friend Rainbow screamed when she found me in my current state.

“Oh… h-hey Rainbow… took… your time… didn’t you~?” I gasped out as she helped me back onto my jelly legs… which when she realized I wasn’t gonna be able to even stand any time soon, she apologized for and carried me back to the others who had similar reactions, even Pinkie.

“Oh my goodness! That must’ve been horrible!” Twilight said as Rarity got her fainting couch.

“That low-down dirty snake!” Applejack declared angrily.

“...was she any good?” Pinkie asked.

“PINKIE!” the others yelled.

“Very~...” I said in my little prolonged afterglow, causing everyone to go silent until I eventually sobered up and blushed redder than Big Macintosh. “W-wait! I didn’t mean-!”

“It’s alright, Fluttershy! We understand you weren’t in your right mind after that, we’ll have to rest here, you’re in no condition to go anywhere and we can’t leave you alone.”

“O...okay, thanks Twilight.” I replied as I collapsed into the soft dirt.

When I managed to recover feeling in my legs… and everything around my pelvis… I rushed with the others to the castle.

I went through many of the motions when I got there and saw Twilight focusing on how to spark the five elements.

I wasn’t really thinking when I heard Twilight scream, I just acted and rushed to help her like the friend I was, including when it came to follow Applejack to the next structure.

However, I think everyone caught the flinch I made when I saw Nightmare Moon again… and she licked her lips at me.

Why does being a protagonist have to be so good yet so bad at the same time?!

I didn’t even realize I got my element until after we had made Nightmare ‘Taste The Rainbow’.

And I didn’t become fully aware of what was going until we were at the big celebration and I looked at Luna…

...she seemed to blush when we made eye contact, but she didn’t look upset, in fact she smiled a little.

This day was almost perfect.

“Come on, come on…” I said as I stared at the little item in my hoof.

It was only natural after a thorough rutting that I should’ve used a pregnancy test.

I waited… and waited… and waited…

*ding* [-]

“MOTHERBUCKER!”

...WHAT?! What mare, or woman for that matter, wouldn’t want Luna’s foal??