Spike was able to walk freely beside Twilight down the road. His little legs had always been a bit of a handicap, but Twilight’s still stinging rump had given her a bit of a limp, allowing him to easily keep pace. He saw that her face was still flushed from Rarity’s treatment and he smiled to himself.

“I’m a little surprised you never asked Molestia to tie you down before, what with how much you apparently like it.”

Twilight gave a forlorn sigh. “Tell me about it.”

Spike gave a quick glance over his shoulder, even though the boutique was out of sight by now. “We should probably make a habit of paying her a visit, you know, for science?”

Twilight turned to face Spike, her brow furrowed in confusion. “Spike, this is just preliminary data gathering. If we need to run more tests, it’d make more sense to invite Rarity or any of the others to the library. I’ve just about finished setting up the lab.”

Spike snapped to attention, forgetting Twilight’s obliviousness. “So… it’d be Rarity who’d be strapped down to a table?”

Twilight went bug-eyed. She had honestly not considered that before. A sadistic grin split her lips as she imagined turning the tables on ‘mistress’, giving her a taste of her own medicine and showing her the ‘joys’ of being the bottom for a change.

“Think, uh, we could invite Sweetie over, too? Maybe she could help me, um, take notes?”

Twilight shook her head of the distracting image. “Sorry, Spike. But that wouldn’t be very efficient. Besides not being a futa, which I thought would have been obvious, she doesn’t have the experience you do in noticing and recording details. Why would you ask that, anyway?”

“I, oh, uh, no reason,” he squeaked nervously.

Spike was acting suspicious and Twilight didn’t much care for it. She was just about to press the issue further, when she heard the melodious moan of a certain farm mare just around the corner. Ears perked at full attention, Twilight muscled through the pain in her rump and hurried to confirm if the sound was what she thought it was.

Apple Jack was breathing heavily, her face hot and flushed as she talked to some pink mare Twilight didn’t know. They were too far away for the book horse to make out the words, but the apple bottom mare’s voice was like being wrapped up in the finest, softest silks in all the land. Twilight’s keen, scholarly eyes noticed a thin trail of fluids running down the orange mare’s thigh, sparking her inquisitive mind to hurry and investigate.

“Hey, Apple Jack. What’cha doooin’?” Twilight asked in her best farm pony accent. The look the actual farm mare gave her told her she needed practice.”

“Jus’ – nngh – runnin’ some errands,” AJ answered, sounding winded.

“Something wrong?” Twilight stepped forward and pressed a hoof to AJ’s forehead. “You feel hot, but not feverish. Did something happen?”

Nodding, AJ turned her body to the side and lifted her tail.

Twilight had to do a double take at what she saw. Poking out from the pucker between AJ’s sweet and aromatic butt cheeks was… was… an old turn handle. “What?"

“Ya’ll ain’t the first one ta ask that,” AJ said, sounding exacerbated. “‘Member Ah said Ah had a bet with Big Mac, that if Ah could get all the apples in the barn on time he’d have ta walk around town with one o’ Granny’s old vibrators up his butt?”

Twilight nodded, still transfixed on the handle that made AJ look like a windup toy.

“Well, when Ah said ‘old vibrator’, Ah hadn’t realized jus’ how old we was talkin’. Oh, one sec.” AJ wrapped the end of her golden tail around the handle in her butt and started giving it several cranks. The vibrator attached to the handle seemed to spring to life, making the mare shudder and moan as she braced her legs to keep from falling over.

“Oh. My. Sun!” Twilight gasped in awe. “Is that a genuine turn crank vibrator?”

AJ nodded tiredly, her face as red as one of the apples on her toned rump.

“I can’t believe I’m looking at a genuine old fashioned vibrator!” Twilight gushed, going into full nerd mode as she regurgitated the entire history of these devices: including who made them, how, when, their rise in popularity followed by their fall after being replaced with modern magically powered vibrators today, and their continued legacy as collector’s items.

Spike had already tuned Twilight out. He knew there would be no talking to her until she’d fully regurgitated the spark notes version of her encyclopedic knowledge. He mouthed a silent prayer of thanks to Molestia for convincing Twilight to only do the spark notes version and not recite whole chapters word for word.

Idly scratching his belly as Twilight prattled on, the young drake decided to take in the sights. Ponyville was a quaint, simple little town with simple ponies who went about simple lives. Truth be told it was leagues of improvement over Canterlot as far as Spike was concerned. Here the ponies kept their snoots forward instead of stuck up so high it was a wonder they didn’t trip all the time. They weren’t weighed down by gaudy clothes somepony had arbitrarily declared to be fashionable or so heavily drenched in perfume that it often made Spike nauseous just to leave the campus. The ponies of Ponyville were also a much more friendly lot. They smiled a lot more, and often greeted each other with friendly waves and friendlier kisses. Spike was looking forward to doing some shopping in this town.

However, the longer Twilight went on, the more Spike had time to see that many of the ponies had started staring at her and AJ. Their expressions went further than the normal levels of lustful or curious. They were intrigued in a way Spike had rarely seen outside Twilight getting a surprise call to visit the princess. The lust in their eyes was craving, almost needy. Spike recalled Sugar Cube Corner. He vaguely recalled similar looks being shot his way then, although the bulk of his focus had been on Pinkie plowing his ass.

Spike stealthily burped up Twilight’s personal checklist and scribbled in a note to investigate the town’s fascination with her and the other mane six. He hoped it was nothing more than infatuation with something new that would probably go away after Twilight and the others fucked a few ponies around town and eliminated the mystery.

“And it works!” Twilight exclaimed, her rambling finally coming to an end. “Do you have any idea how rare it is to find one of these that still functions?”

“Pretty rare, Ah’m guessin’,” AJ said, rolling her eyes.

“What’s such a valuable antique doing in your butt, anyway?”

AJ chuckled. “Well, with all the fuss we got in over the tickets, let’s jus’ say Ah missed the deadline an’ lost the bet.”

“Oh.” It finally clicked in Twilight’s mind what happened, and how this was her fault. “S-sorry for that.” She rubbed her foreleg and averted her gaze. “I guess I kind of lost track of time.”

AJ snorted. “You an’ me both, sugar cube.” She moved up alongside Twilight and gave her friend’s cheek a soft, affectionate nuzzle. “Don’t worry ‘bout it, none. Ah’ll make it up ta Big Mac before he knows it.”

Twilight giggled. “As a fellow little sister to an older brother, you have my sincerest best wishes.”

The two mares shared a laugh together, AJ losing her hoofing once or twice because of the vibrator’s inconsistent motions.

Then AJ’s nostrils flared as she ran her nose along Twilight’s mane. “You jus’ got back from Rarity, didn’t ya.”

Now it was Twilight’s turn to blush. “H-how’d you know?”

“The perfume,” AJ said flatly. “So, ya give her the ticket?”

Twilight nodded hurriedly, not wanting to give a full recap of what had gone down at the boutique. “I was just on my way to Fluttershy’s. She’s the last one left.”

AJ cocked an eyebrow. “And you’re goin’ smellin’ like that?”

Twilight was about to ask what AJ meant, but then she held up her hoof, breathed onto it, and smelled her own breath. It was ripe with sexual musk. Starting to panic, Twilight craned her neck back to smell other parts of her, even between her legs. Sure enough, her fur was matted with the smelly aroma of dried sexual fluids. Twilight’s heart sank as she recalled what happened the last time she’d gone to Fluttershy’s cottage smelling of freshly fucked mare. She could still feel the gnashing of the dogs’ teeth against her tender flesh as they gang raped her. It was not an experience she was keen on repeating.

Noticing that Twilight was now shaking in abject terror, AJ scooted closer to the smaller mare and nuzzled her neck. “If ya want, Ah’ll come along fer protection. Ah know how to keep critters in line.”

Twilight said nothing, but she nodded and pressed herself into AJ’s touch.

Peeking through Twilight’s errant mane, AJ saw Spike waving at her and he gave her a thumbs up. She nodded, appreciating the gesture.

The group walked along the road to Fluttershy’s cottage. Eventually Twilight managed to recover enough to find her voice, where upon she and Spike explained Twilight’s theory about their new dicks having some previously unknown magic in them.

“Sorry, Twi, but Ah can’t think o’ anything that’s been different with me.”

“You’re sure? You’re not, I don’t know, having an easier time fucking Apple Bloom or something?”

AJ shrugged. “She’s been lickin’ me somethin’ fierce, but Ah haven’t exactly been forcing mahself on her like Rarity or Rainbow do. Ah jus’ like shakin’ mah tush ‘till she starts suckin’ me off, an’ even then she don’t really deep throat me.”

Twilight frowned. As much as she loved listening to AJ’s country voice, she did not like what she was hearing. “There has to be something else, something I’m missing.”

“Well, if’n it helps, Rarity is a purty powerful unicorn. Maybe she jus’ stumbled on a spell by accident and didn’t even realize it?”

Twilight’s frown deepened. “While I guess that’s not impossible, such an occurrence is statistically improbable.”

“And as fer Pinkie Pie, well…” AJ trailed off. “Ah swear that mare’s got her own special brand of weirdness. Maybe she did make her cock get big, but maybe she did it with that weirdness she’s always had.”

Twilight was in full scowl mode. “I have noticed that certain anomalies seem to happen more frequently when Pinkie’s around. I was planning on investigating, but then I got caught up in all this.” She gestured between herself and her crush. “It just seemed like, I don’t know, the possibility of unexpected side effects from the elements might have made Princess Molestia happier.”

“Ya’ll really care ‘bout pleasin’ her, don’t ya?”

Twilight nodded, her head hung low as she walked. “For as far back as I can remember, I’ve devoted myself to her. Molestia’s just the most wonderful, sexy, and amazing pony there is, and I’ve dedicated my life to pleasing her. I made her happy by satisfying her with my body, but she always gave me this… look whenever I fulfilled an assignment. She loves teaching her students so many amazing and perverse things about the world, and I love learning. I especially love learning things on my own, so I can share my findings.” Twilight giggled at a fond memory. “I think some of the biggest highlights from my foalhood were just me and her reading out essays to each other while we masturbate together.”

AJ smiled and nosed her friend’s cheek. “Molestia’s lucky ta have such a cute filly so devoted ta her.”

Twilight’s heart felt like it was trying to break free of her chest.

“Ah’ll bet, so long as ya pour yer heart ‘n’ soul out, she’ll love whatever ya send her.”

Breathing deeply of AJ’s mane, Twilight leaned more firmly into the mare’s touch, feeling the rippling of the earth pony’s muscles against her side.

At long last they had arrived at Fluttershy’s cottage. The beautiful house tree was surrounded on all sides by pins for dozens of animal species. Bird houses hung from the tree branches like multi-colored fruit as their residence filled the air with their soft, melodious songs. Twilight tensed when she spotted the dog pin, but there was something a little off.

“Uh, AJ. I don’t remember Fluttershy’s place being this… quiet,” Spike said nervously.

“It ain’t,” the orange mare said flatly. The singing of the birds felt oddly subdued, and the usual squawks, barks, and growls of the other animals were almost nonexistent. It was peaceful, almost to the point of being eerie. “Least it ain’t supposed ta be.”

Her inquisitive mind demanding answers, Twilight pulled AJ along as they went over to investigate the dog pin. The giant, slobbery, shaggy beats seemed perfectly dry with nicely combed fur, although they were still pretty big. Most of the dogs were sleeping, but some still ran around and played with one another, looking so much cuter than the last time Twilight had seen them.

A few of the playing dogs noticed her approach and ran up to her. They sniffed, gave yips that sounded like they recognized the purple mare, and seemed happy to see her. They weren’t drooling with lust at the prospect of breaking through her magic shield and putting her holes to use, but rather genuinely happy. They whined like puppies when their owner didn’t get out of bed, but kept the noise well within what would be library acceptable. A part of Twilight wondered if dogs were smart enough to put on a show as part of a trap.

“This is weird, right?” she asked. “I’m not the only one weirded out, here.”

“Nuh uh,” AJ affirmed as she scanned the area. “Ah ain’t never seen these critters so well behaved before.”

“Could Fluttershy have drugged their food or something?”

AJ gave Twilight an incredulous look.

“Right. Stupid question,” Twilight conceded, returning her attention to the well behaved dogs. While she would never pass judgement, bestiality had never been her thing and she still regretted her carelessness in entering the dog pin the first time. However, if the dogs had been a bit gentler, like how they looked now, maybe the experience could have been more pleasant.

“Fluttershy always said she liked it when the critters got a little rough, ‘specially the big carnivores,” AJ explained. “She’s always had a way with ‘em, keepin’ ‘em under control, but this here is jus’ mind bogglin’!”

“Could it be a spell?” Spike asked, speaking up after his extended silence. He had reached a hand into the pin and, after a dog had smelled it, gave him a lick before consenting to scratches behind the ears.

“A spell,” Twilight said, almost whispering. “I suppose it fits with the theory of these new abilities being connected to the elements.”

“We should probably go and ask her,” Spike said, remembering his own treatment from the first time he’d entered the cottage. He licked his lips at the phantom flavor of milk straight from the pegasus’ teat. “For science,” he added quickly.

AJ knocked quietly on the door. She didn’t know what was going on, but she didn’t want to do anything that might startle the animals out of… whatever state of tranquility they were in.

The door opened and a big, burly bear poked his head out. “Urgh?” he asked, showing off his razor sharp teeth. His breath smelled like fish.

“Meep,” Twilight squeaked.

“Hey there, Harry,” AJ greeted amicably. She’d also worked with animals most of her life, and the key was to never show weakness. Besides, she knew Harry to be an especially well-mannered sort, so long as his animal urges were satisfied. “It’s me, Apple Jack. Me ‘n’ Twilight was wonderin’ if Fluttershy was home.”

Harry nodded. Stepping aside, he opened the door fully and motioned them inside like a fancy butler, minus the fancy suit. He gave a growl into the cottage, likely announcing the guests.

“Coming,” Fluttershy called from upstairs, her voice as beautiful as ever.

AJ grinned and nodded cordially, despite how freaked out she felt. Not even Harry had been this civil before. It really was like all the animals in and around the cottage had fallen under a spell. She looked around, finding nothing especially out of the ordinary with the furniture.

A small white rabbit hopped out in the middle of the room. AJ recognized the deceitfully cute ball of fuzz as the terror ironically named ‘Angel Bunny’. She and Angel squared off a moment, the pair eyeing each other up in full memory of the last time they had met. When Harry came up behind the mare, giving a warning growl to the little guy, Angel flipped AJ the bird and scurried off to parts unknown. When he was gone, AJ couldn’t help but give a sigh of relief. At least some things never changed.

“What was that?” Twilight asked, both about the standoff and the rabbit’s odd gesture.

“Ah’ll tell ya later.”

Fluttershy trotted into the room, her hooves making subdued thumps against the soft carpet. “Oh, hello everypony.” Her voice was as soft and demure as ever. “And dragon,” she added, shooting Spike a come-hither wink that made his legs buckle. “I wasn’t expecting company today.”

“Wouldn’t know it from the look outside,” AJ said flatly.

“Apple Jack,” Twilight hissed, suddenly intolerant of any who might speak so disrespectfully of the sweet and sincere mare, especially not when she might be held accountable to Rarity.

“Is something wrong?” Without the others even realizing, Fluttershy had scooped Spike up in her forelegs and had carried him with her to a large couch in the living area.

“Ah’ve been wonderin’ that, mahself,” AJ said, cutting to the root of the matter. “What’s the deal with all yer animals?”

“Oh no. Don’t tell me they’re misbehaving,” Fluttershy gasped in worry. She lay on her side, hind leg raised as she maneuvered Spike’s head to rest against her teats. He latched on, making her gasp from the contact as her cock gave a twitch from within its sheath.

Twilight watched her assistant being so easily manipulated by the butter yellow mare. To be fair, Fluttershy was so sweet and kind that even Twilight would have trouble saying no to her. Even so, the way she had so brazenly snatched up her assistant, just to make him suckle from her teats… It just seemed to scream a sense of entitlement to him and his mouth. Then again, had this been Rarity with literally any other pony, Twilight probably wouldn’t have thought twice.

“Jus’ the opposite, sugar cube,” AJ continued. “Ah ain’t never seen all them critters so well behaved before, least not all at once. What did you do to ‘em?”

Fluttershy flinched back, sinking into the couch from AJ’s accusing tone.

Harry gave a warning growl, reminding them in bear language that it was rude for guests to raise their voices to their hostess. Twilight and AJ didn’t speak bear, but they understood the sentiment.

“Sorry, Fluttershy,” Twilight said, using body language to make herself as unthreatening as possible. “We don’t mean to upset you, but, well, you’ve got to admit your animals are acting a lot different than usual.”

Fluttershy gave a thoughtful hum and eventually nodded. “Come to think of it, my babies do seem to be doing what I ask them a lot more.”

“Exactly!” Twilight said, trying to keep her exclamation as library friendly as possible. “It started right after the Slutty Sun Celebration, right?”

Fluttershy nodded, gently rubbing a hoof on the back of Spikes head as he drank. Just then a monkey hopped by and offered the yellow mare a grape straight from the vine, which she accepted with a heart-melting smile.

Twilight was briefly distracted with the image of Fluttershy as an ancient Romaran queen, lounging back while servants tended her every need. She shook her head quickly, wanting to get back on task. These were the trials of having such sexy friends. She relayed her hypothesis about the special abilities that were theorized to have come along with their new genitalia, citing what she had observed in Pinkie and Rarity for evidence.

“And with your animals behaving so differently from before, you can understand why I’m a little excited to figure out why.”

Fluttershy nodded again, her brown creasing. “I guess I did notice things changing right after the Celebration,” she admitted quietly. “It started with small things at first. I’d only need to announce meal time once rather than several times. It was like my babies were paying attention from the moment I came in earshot, just waiting to hear what I had to say. Once or twice didn’t seem like anything to fuss about, but then it just kept happening.”

Twilight nodded along, writing with a quill and parchment she had summoned. “Were you doing anything different, anything that would significantly deviate from your usual routine?”

Fluttershy shook her head, causing her pink mane to bounce and sway. “My babies have always been happy to see me. They still say ‘hello’ in their own special ways, and I’m just as happy to make them happy.” Her still sheathed cock gave another twitch. “I take them for walks, treat their booboos, sing them to sleep…” she listed off. “I’m sorry, Twilight, but I can’t think of anything I’ve been doing different.”

“And what about your dick?” Twilight asked. “I already told you about Pinkie and Rarity. We can probably assume Rainbow’s been putting her new tool to work, and I’ve been having some fun, well, ‘experimenting’ with Spike.” Her gaze lingered questioningly on AJ.

The orange earth mare shrugged. “Ah’ve gotten sucked off by a few ponies in town. Like, Ah’ve always been able ta get some sweet deals at the market by shakin’ mah flanks, but now that Ah think about it, ponies just go gaga when Ah lift mah tail and show ‘em the new goods.”

“Gaga?” Twilight asked. “As in they lose control and suck you off? Is that different from how things were, before?”

AJ shrugged. “Not really, although I guess it’s been happenin’ a bit more often than usual.”

Twilight was breathing heavily, her hyperventilating complimenting the sounds of her scribbling pen and Spike’s suckling. This was far from concrete, as such a change in pony behavior could just as easily be attributed to AJ’s newfound fame. However, it did lend support to the original thesis.

“Hmm,” Fluttershy said, squeaking when Twilight snapped her head around to look at her. “Um, well, I didn’t really think much of it at the time, but…”

“Yes,” Twilight encouraged.

“Well, I guess all my babies were giving me these really funny looks when I came back from the Celebration orgy. At first I thought they were curious. They certainly spent a lot of time smelling me down there. I guess the changes really started after that. They smelled me, and then… How do I say this? I suppose they started treating my requests like orders. I’d ask if they were ready to eat, making sure it was okay if they wanted to wait a bit, but they’d all just jump to attention in neat little rows.”

AJ furrowed her brow. “Sounds more like Rainbow’s Element o’ Domination, if ya ask me.”

Twilight scrunched her face as she read over her notes. “The common theme seems to be making sex easier. Pinkie and Rarity had easier times fucking little partners whose bodies wouldn’t normally be able to handle such large dicks. You,” she addressed AJ, “have had an easier time coaxing random ponies to forgo any foreplay and just jump straight to the good parts, which I suppose could be related to your Element of Arousal. I still don’t know what Rainbow’s been up to, but Fluttershy’s talent in animal taming seems to have turned up to 11, making them more compliant with her wishes.”

“What about you, Twi?” AJ asked. “You noticed anythin’ out o’ the ordinary?”

Twilight’s quill stopped mid stroke.

“You jus’ now remembered ya’ll are a test subject too, didn’t cha?”

Twilight nodded.

“In her defense, Twi can get a bad case of tunnel vision when she gets excited about something new,” Spike spoke up from between Fluttershy’s thighs. His belly had swelled a little and he wiped a bit of mare milk that had dribbled down his chin.

Twilight beamed at her assistant, more impressed than ever in his ability to pay attention.

“Wow. You sure were hungry,” Fluttershy cooed, stroking his back gently. She didn’t want him to get a tummy ache.

“I was, wasn’t I,” Spike said, sounding just as impressed. “I thought I was full after Pinkie’s stuffing, but I guess I still had *urp* room… sorry.”

Fluttershy giggled and rubbed her cheek against his. “Don’t be. I take it as a compliment to the chef, which is me. Oh, unless you think that’s too presumptuous?” she asked, suddenly fearful of stepping out of line.

Spike rolled his eyes at the mare’s silly concern before giving her a big hug. She gave a squeak like a toy, but quickly returned the embrace. Fluttershy was so soft and warm, and her embrace had a maternal gentleness about it, even more so than Twilight Velvet.

Twilight and AJ both *dawed* at the adorable display.

In reaction, Spike quickly pulled away and hopped off the couch, suddenly feeling a little insecure. “A-anyway, I think Twilight has something to give you before we go.”

“Oh right,” Twilight gasped, remembering. She extricated the ticket from it’s hiding spot and levitated it over to Fluttershy. “We’ve all been invited to the Grand Galloping Gala.”

Fluttershy went bug-eyed. “The Gala? The Gala!? The one held right next to the Royal Canterlot Gardens where Molestia keeps some of the most rare and exotic animal species in all the world? That Gala!?”

Twilight gave a beaming smile. Maybe Rarity really was onto something. Doing good for its own sake really did feel, well, good. “That’s the one.”

Fluttershy shot off the couch like a rocket, tacking Twilight with the force of a runaway train as she knocked her to the floor. The butter yellow mare proceeded to pepper her purple friend with a flurry of kisses across her face. The kisses continued downward, making Twilight giggle as she felt the tender suction of Fluttershy’s lips against her neck, chest, stomach, and finally her dick.

“Thank you, Twilight,” Fluttershy gasped, returning to peppering the mare’s phallus with her soft kisses, causing it to grow right out of its sheath. “Thank you so much.” She started nuzzling at the sheath and cooed in that special way she always used to coax her babies from their hidey holes. “I can’t believe I’m going to the Gala!”

Twilight gave a girlish giggle as she felt herself harden under Fluttershy’s delicate ministrations. She wiggled beneath the maternal mare and flexed her cock, causing it to boop Fluttershy on the snoot.

The yellow mare gave a soft “meep” of surprise, but snapped back to reality as she ran her nose up along its length, breathing in the scent of Twilight’s musk. “Spike.”

Despite her almost whispering voice, Spike jumped forward and snapped to attention. He even gave an adorable little salute. “Ready and reporting for duty, Sir! Er, ma’am?”

Twilight rolled her eyes at the drake’s corniness.

“Could you be a dear and give me a licking?” Fluttershy asked, wiggling her rump. “I really like it when little mouths lick me.”

In the blink of an eye, Spike disappeared from where he stood, leaving a Spike-shaped cloud in his place, and reappeared directly behind Fluttershy. “Yes ma’am!”

Twilight’s grimace of disapproval quickly twisted to one of bliss when she felt Fluttershy’s tongue begin licking around her flat head. Giving Spike a talking to about showing enthusiasm with her would have to wait. Right now, the promise of the most adorable pegasus in the world sucking her off was too much to ignore.

AJ looked between the two mares and one drake, a little incensed at being left out. She was about to open her mouth and vocalize her displeasure when a curious “grr?” made her blood run cold. She turned around and locked eyes with Harry the bear. His eyebrows bounced suggestively and she felt her heart jump into her throat. “… why me?” she whispered.

Spike’s mouth was watering as he took in the sight beneath Fluttershy’s now flagged tail. Her ass was big and round. She could probably give Pinkie a run for her money with the way it bounced and jiggled. Spike inhaled deeply through his nose and the smell was reminiscent of a field of flowers. Between her rump cheeks, which were each larger than his head, was her yummy looking ponut. Spike’s breathing was growing heavy as the primal part of his brain compelled him forward, demanding that he taste and see if the ponut was as sweet as it looked. However, less than an inch south was the real treat, the most tender looking pussy he’d ever seen. It was small, like a filly’s. He imagined, if he were to stick his cock inside, it’d be just as tight as Apple Bloom’s.

However, that thought seemed disrespectful for some reason. Fluttershy’s cunny wasn’t merely something to be fucked. It was a treasure, delicate and precious. This was the pussy that had been so lovingly donated to so many animals in need. And now that it’s owner needed attention for herself, her pussy deserved nothing less than his absolute respect and reverence.

With this in mind, Spike stepped forward. He pressed his face deep into the loving embrace of Fluttershy’s ass cheeks, inhaling the oddly musky smell of a meadow in spring time. He braced his claws to either cheek, letting them sink into her cushiony goodness and parted them slightly, but not so much that he couldn’t still feel the heavenly warmth against his face. The path to his prize was clear.

Fluttershy moaned happily as she felt Spike’s face between her bottom cheeks. “Oh, such a good boy you are.” The little drake was at that perfect age when he was old enough to act of his own accord, but young enough that it still made her feel so very dirty when she used him to get off. His breath was hot against her nether regions, making them all tingly. Leaving him to his own work, Fluttershy pivoted her ears forward to focus on her own task.

Twilight was at full mast and writhed beneath the shy and normally submissive pegasus. She had been pinned by a dainty little hoof to her thigh as Fluttershy parted her lips and sank her head around the first inch of Twilight’s cock. The purple mare instinctively thrust her hips forward, but the hoof on her thigh was surprisingly strong and held her in place.

Fluttershy cooed softly, sucking on the thick piece of meat like it was candy. Twilight’s shaft wasn’t quite bigger than what she was used to, but it was certainly different. It was a lot smoother than most animals and had a peculiar flavor she couldn’t quite place. A faint aroma of apple tickled her nose and she giggled, guessing where this shaft had recently been. She moaned happily, running her free hoof along the length of the shaft as she slowly made her descent.

“Oh fuck, Fluttershy!” Twilight cried. “Y-your tongue. H-how are you doing that with your tongue?”

Fluttershy wasn’t sure what Twilight was talking about. Her tongue swirled around the shaft, coiling and constricting like a snake with its prey. There was nothing out of the ordinary with her technique. Her babies had certainly not complained.

Twilight reached forward. Her intent was to grab Fluttershy’s head and force her the rest of the way down. However, her hoof was batted away by a swift smack from the butter yellow mare. It hurt, like, a lot, but her moans of pain were quickly drowned out by moans of ecstasy as Fluttershy moved lower at her own pace. Twilight felt her cock prod briefly at her tormentor’s uvula, but there wasn’t even a trace of gagging as Fluttershy swallowed the head into her throat.

Meanwhile, Spike was having a grand old time with Fluttershy’s ass. It was warm and heavenly. The smell, despite being so soothing, was paradoxically driving him wild. He pressed his face in deeper and swiped his broad tongue along her winking filly pussy. As her juices touched his oral appendage, the drake’s training kicked in and he immediately zeroed in on her clit and gave it a flick.

Fluttershy’s moan was loud, even as her mouth was filled. Her throat reverberated all along the length of the swallowed cock, making the mare it belonged to writhe. Fluttershy regained control of herself and pressed her tail to the back of Spike’s head. She needed him to go deeper. At the same time, she sank herself down the entirety of Twilight’s cock, hilting it in her mouth. Her muzzle was left pressed against Twilight’s groin, with balls against her chin and teats against her cheeks. It was only then that it clicked in her mind that she’d never fellated a futa before, but she resolved that this was but the first of many times to come.

“Holy sun!” Twilight gasped. No pony had given her a licking like this since the Apple family had left. Fluttershy’s mouth pussy was something else. Its swallows massaged the entirety of her length while the tongue had taken to juggling her new balls. Twilight squirmed and bucked her hips, even as Fluttershy held her helplessly in place. It was like paying a visit to Rarity, only loving instead of scary. It was peaceful, putting Twilight in mind of when she’d nuzzle her own mother’s teats while she sang her to sleep.

And there it was. The thought of her mother’s teats pushed Twilight over the edge. Her shaft swelled in Fluttershy’s throat before thick ropes of cum erupted directly into the yellow mare’s esophagus and traveled the short distance to her stomach. From her cunny Twilight sprayed her mare juices over the maternal mare’s chin and messing the floor.

Fluttershy beamed as she clenched her plump ass cheeks around Spike’s head. She held his face in place, mouth directly over her nether lips, and sprayed her own mare juices into his waiting maw. He drank greedily and pushed his tongue as deep as it would reach to gather up as much of her succulent nectar as he could. She moaned in delight, both from the physical stimulation at both ends, and the idea of having such a cute baby dragon who was so willing to please. Maybe, if he kept doing a good job, someday she’d let him have her pussy the other way.

After feeling the last of Twilight’s load empty into her stomach, Fluttershy pulled off the mare’s meat stick with a soft pop. Her ass also relaxed and Spike dropped about an inch from where she’d been holding him. She stumbled a bit, her legs were tingly from her orgasm, but she recovered quickly.

“Thanks again, Twilight.” Fluttershy retrieved her ticket and hugged it close to her chest. She then turned around and smiled at the drake. “You too, Spike. You’ve got a really great tongue.”

Spike blushed and looked down at his feet, past his swollen belly and still flaccid dragon dick. “Shucks.”

Fluttershy beamed warmly and gave the dragon boy a soft peck on the cheek. He snapped to attention, froze, and fell over. Fluttershy caught him with her tail and gently lowered him to the floor, giggling at his cute expression. This was hardly the first time her kisses had had that effect.

“Can we go now?” AJ whined, reminding everyone else that she was still here. Her formerly elegant mane and tail were now a hair nightmare that would send Rarity into shock. Her fur was matted all over and there were too many split ends to count. The turn crank vibrator was now in her mane, tied in a knot that would likely be very painful to untangle later. She was also standing funny with her back legs much further apart than they needed to be.

Behind the apple farmer stood a very chipper looking Harry. His fur, by contrast, looked even cleaner than when the others had first entered. He was swaying to and fro, humming to a tune in his head as he smiled blissfully. He looked down at AJ and gave an appreciative “growr.”

“Good job, Harry,” Fluttershy gushed. “It’s always polite to thank ponies when they help you out.”

“Growr,” Harry agreed.

“Yeah. Help,” AJ groused derisively. Her backside hurt something fierce and, in all the commotion, she worried that the antique vibrator might have been damaged. “Can we go now?”

Author's Note

And there we have Fluttershy’s chapter. We continue on with Twilight’s exploration of this new magic tied to the elements, as well as further building on her relationship with AJ. Strangely, not too much emphasis on Fluttershy at all, but oh well. Maybe she’ll get a more in-depth installment later.