“Won’t you at least let me help you clean up?” Sweetie whined as she watched her sister run around the workroom like a chicken with its head cut off.

“Sweetie, darling. I appreciate the sentiment,” Rarity replied as she loaded bits of fabric and thread onto her back. “However, the last time you helped, you not only made the mess worse, but I’m almost certain some of my fabric disappeared. So, I’ve got this.”

“Aww. I was hoping that if I helped you, I might discover my special talent. How else am I gonna get my cutie mark?” the filly asked while staring forlornly at her blank flank.

“Sweetie, I understand. I truly do. However, I need this time to fill an order without any… complications,” Rarity explained as gently as she could. After putting the last item back in its proper place, she took her seat at the sewing station and began working.”

“Can I at least suck you off while you work?” Sweetie whined.

“I’m sorry, darling, but Cheerilee owes me for her last order,” Rarity said while indicating the pink mane poking out beneath her tail as she sat on the magenta mare’s face. “I really need her talented tongue to put me in the right headspace, and too much stimulation would throw off my rhythm.” She shuddered as the earth mare hungrily licked her pussy while those dexterous hooves teased her shaft.

Then the doorbell rang.

“What now!?” demanded Rarity in exasperation.

“Oh, I’m sorry,” Fluttershy meekly apologized in the doorway to Rarity’s office, a basket at her hooves. “I thought the open sign meant open, but I must have been mistaken. I’ll come back another time.”

“Heavens, no. Forgive me, darling,” Rarity said, still atop Cheerilee’s face. “I forgot you were bringing Opal back from her grooming.”

At the mention of her name, the white kitty hopped out of the basket. She positively shined with cleanliness while acting like the universe was beneath her, as cats are want to do.

“I’m still in awe that you’re able to get her to hold still long enough to get anything done,” Rarity marveled while stroking Cheerilee’s chest. “Ponies are far more compliant. Wait, did you use… the stare on her?”

“Goodness, no,” Fluttershy denied as the cat graced the yellow lesser lifeform with her divine presence. “I wouldn’t. I couldn’t. I don’t even have any control over it. It just happens.”

“Uh, can somepony back up a sec so I can follow along?” Sweetie interjected. “It sounds like Fluttershy has a secret superpower she’s afraid of cuz she can’t control it, which would be amazing if true.”

Fluttershy lowered her head in embarrassment. “Um, I wouldn’t put it that way. It’s more like, when my precious babies don’t do what they’re supposed to, even when it’s for their own good, I get so mad that I… stare at them.”

Sweetie pouted. “That’s a lot less cool than how it sounded the first time.”

Fluttershy shrugged and nuzzled Opal. “I’m just, you know, good with animals. It’s my special talent.”

Rarity rolled her eyes and muttered, “Trigger word,” as her younger sister’s expression lit up.

Sweetie ran up to Opal, declaring, “Oh-oh-oh! That could be my special talent! Maybe I could be good with animals, too.” One kitty claw swipe later, half of Sweetie’s mane hit the floor, and she slowly backed to a safe distance. Meanwhile, Opal’s grin seemed to dare her to come closer. “Uh, maybe not.”

The mares laughed.

“I’m sorry I can’t invite you to stay,” Rarity bemoaned. “It’s been far too long since our last session, and your flanks look so lovely when bound. However, I’m afraid I’ve bitten off a bit more than I can chew with this latest order. I must make twenty custom gowns by tonight, so they can be in Trottingham tomorrow morning. I even lined them with special gold silk,” Rarity indicated the sparkling golden fabric. “It took so long to make, but I think it adds just the right touch, don’t you?”

“It’s lovely, Rarity,” Fluttershy agreed. “ But twenty? How will you get it all done?”

“Oh-oh!” Sweetie excitedly raised her hoof. “I could… sit in the corner,” she sheepishly amended under her sister’s withering glower and began her defeated march. She didn’t make it ten paces before twin blurs shot through the door, past the mares, and tackled her to the ground.

“Hey, Sweetie!” the fillies happily greeted.

“Scootaloo! Applebloom!” squealed the white filly. “I’d jump for joy, but you’re, uh, kinda pinning me.”

“Oh, are we doing that?” Scootaloo teased as she tenderly ran her hoof down the white filly’s side. “Just tell me if things get ticklish.”

“Or don’t,” AB suggested while nuzzling under Sweetie’s chin. “Ya know it’ll only encourage her. Besides, we were gonna do some crusadin’, remember. Tonight is the night we finally find our special talents!”

“Even if it takes all… night… long,” Scootaloo suggestively added with a wink.

“Cutie Mark Crusader sleepover at Rarity’s!” the trio cheered in unison.

“Aaand, look what I made us,” Sweetie bragged as she donned a maroon cape with a blue patch of a yellow filly sewn to each side.

“Oh, what does that patch mean?” Fluttershy politely asked, not expecting the voluminous response that made her ears fold forward.

“The Cutie Mark Crusaders!” the trio cheered again. They then went in sequence. “We’re on a mission,” “a sacred quest,” “to find our cutie marks.”

“And I lined these capes with this special gold silk I found lying around,” Sweetie indicated. “It took so long to make, but I think it adds just the right touch, don’t you?” she bragged, mirroring her sister’s inflections.

Rarity’s eye twitched as she jumped from Cheerilee’s face and rummaged through the piles of gold silk by her desk, only to find large sections cut out. “Sweetie Belle! What have you done?”

“Well, it looks like she fucked up,” Scootaloo helpfully added, earning an AB elbow to the ribs while Sweetie guiltily grinned.

“Now I’ll have to make more gold silk!” bemoaned Rarity. “Oh, I’m gonna have to work all night. Which means… sorry, girls. I’m afraid the crusader sleepover is canceled.”

“What!?” Sweetie squeaked.

“I simply won’t have time to watch you if I hope to finish this order on time. And, as you’ve just demonstrated, you need constant supervision,” Rarity sternly intoned.

“But—”

“No buts this time,” Rarity apologized as Cheerilee lay on the floor, looking expectant as she awaited direction. “Except for mine on this mare’s face for the rest of the night,” fashion horse firmly added as she planted her rump back in position. “I’m sorry, but that’s just how it has to be.”

Upon seeing the little cuties so disappointed, Fluttershy tepidly stepped forward with a hopeful grin. “Well, I suppose I could watch them,” she offered, instantly making the fillies perk up.

Rarity, however, looked uncertain. “I couldn’t ask you to do that.”

“Oh, it’s no problem.”

“Have you met my sister and her friends?” Rarity countered. “A problem is all it would be.”

“Did I have a problem with Opal?” Fluttershy bragged. “You know how well I handle small creatures, especially the cute and fuzzy kind.”

“Well, I do have a lot of work to do,” Rarity admitted, her resolve waning. “Okay, fine. However, I recommend seeing if Spike is available. He might be the same age as these three, but he’s easily the most mature creature in Twilight’s house. If nothing else, he could be a much-needed voice of reason.”

“Oh, even better,” Fluttershy giddily replied.

“Cutie Mark Crusader sleepover at Fluttershy’s!” the trio cheered at full volume before rushing out of the room to grab their things and get ready. Yellow Quiet was not far behind, while Marshmallow Pone continued looking worried.

***

“Oh, you’re just so soft and cute,” Fluttershy cooed while nuzzling Sweetie Belle, her hooves tenderly studying the filly’s frame and making her giggle. “I can’t wait for all the fun things we’re gonna do tonight.”

“Yeah, same,” agreed Scootaloo as they waited outside the treebrary. When it became clear the yellow pegasus was too enraptured with her new cuddle buddy, the orange pegasus took the initiative and rang the doorbell.

Spike answered, unfazed at seeing Fluttershy put her hoof between Sweetie’s legs while the other fillies stood expectantly beside her. “Oh, hey, girls. What’s up?”

“Cutie Mark Crusader sleepover at Fluttershy’s!” the trio announced.

“You really like doing that,” Fluttershy observed before directing her attention to Spike. “Yes, we’re having a sleepover, and Rarity suggested you might want to join.”

That’s when Spike hurriedly slapped his hand over his closed eyes.

“Um, why did you do that?”

“To protect myself from you guilting me into joining by making sad faces,” Spike plainly answered as shouting could be heard from the basement. “I already promised I’d help with one of Twilight’s experiments. She just popped out for a second to visit Zecora in the Everfree Forest.” He then added. “Even with my eyes closed, I can still feel you pulling big eyes at me.”

Fluttershy looked around and confirmed the fillies had all widened their eyes to positively adorable and irresistible proportions, yet Spike’s defense held sturdy. “I see why Rarity said you were so responsible.”

“R-Rarity said that?” Spike inquired, not seeing the nearby white unicorn adopt a Grinchly grin.

“Oh, Rarity definitely said that,” Sweetie confirmed. “She said you’re the most reliable dragon she knows, especially when it comes to taming out-of-control mares with our, uh…”

“Our ragin’ hormones,” AB cut in. “Ya know how us growin’ fillies can get when our carnal needs aren’t met. ‘N’ Rarity said you were just the drake fer the job.” She then elbowed Scootaloo’s side.

“Uh, right. Our tight filly holes need a good dicking, and since Fluttershy could use some support, you’re not the worst option.”

Fluttershy blinked in confusion. “Rarity said all that?”

*BOOM!* came the rumble from down below.

“Uh, sorry. Twilight still needs me, but—”

“Spike, heeelp!” Trixie screamed. “The meatloaf is performing calculus!”

“I-I really gotta help with that, but I’ll try to swing by later; bye!” Spike hurriedly ended the conversation before slamming the door. “Don’t worry, I’ll get the spatula!”

Scootaloo tilted her head curiously. “Uh—”

“Don’t ask,” the other fillies answered in unison before the four set off for Fluttershy’s cottage. It was already dusk, and they wanted to get indoors before the sun set.

Upon entering said cottage, the fillies immediately touched everything within reach in a frenzy of childish excitement, unperturbed by the smell. Fluttershy herded the larger animals to their outside pins for the night to keep the trio safe as she began fantasizing about what she’d do next. Yellow Quiet seldom had the chance to play with multiple foals at once, and this trio was made of her friends’ sisters, making the situation extra enticing. Watching the girls zip about, she caught several glances under their tails and imagined how delicious their little bottoms and cunnies would taste. Given how their older sisters seemed so eager to use their futa dicks, Fluttershy reasoned she’d give the little ones a break with some gentle and wholesome scissoring, with a little mouth service thrown in for mutual sweetness. Although, while letting them lick her cock wouldn’t be too bad, the animal keeper would still prefer to do things the old-fashioned mare way as much as possible.

“I’m gonna get my cutie mark first!” Scootaloo declared, breaking Fluttershy from her reverie as the others began one-upping each other with vague proclamations of what they’d do tonight.

“Uh, I know you’re excited,” Fluttershy nervously began, only to blink and find the fillies out of sight. “But—” She hurried around the cottage, raising her voice just enough to be heard as she gathered the trio in one spot, definitely not feeling the least bit overwhelmed or regretful of her choices. “So, what do you want to do? How about we play a game? Twister is nice.”

“We’re the Cutie Mark Crusaders!” Scootalloo declared.

“An’ we wanna crusade fer our cutie marks!” AB added.

Sweetie then climbed onto Fluttershy’s head. “Yeah, a-and we… uh… what they said.”

Fluttershy was definitely not sweating bullets at this point. “Oh, um, how about a nice and quiet tea party? You can get your cutie marks in pouring tea, o-or telling funny stories.”

“Orrr,” Scootaloo began, her inflection promising something dangerous and stupid as she looked out the window. “We could go adventuring in the Everfree Forest!”

“Yeah!” cheered the others as all three ran for the door, only to come to a skidding halt.

“Oh, no!” Fluttershy asserted, blocking the way. “The Everfree Forest is far too dangerous and filled with all sorts of strange creatures.”

“But you could go with us, and we could catch those creatures,” Sweetie suggested plainly as her expression slowly lit up. “We could be creature catchers!”

“Yaaay!” the trio sounded in unison, blasting Fluttershy with their volume. “Cutie Mark Crusaders, creature catchers!”

That’s when Scootaloo and Apple Bloom grabbed a rug and bucket, throwing them on and pretending to be a dangerous creature as Sweetie played the catcher. Fluttershy was relieved beyond words that the trio had opted for some simple indoor games, instead of venturing into the obscenely dangerous forest after dark.

“You can never catch me!” said the creature in Scootaloo’s voice. “I am too powerful!”

“Not more powerful than me!” Sweetie challenged.

“Now-now, little one,” Fluttershy gently chided as she stepped between the creature and the filly. “An aggressive approach will only agitate the creature and potentially provoke an attack. You have to measure your approach for a… a different kind of provocation.” She faced the creature, leveling the full force of her bedroom eyes while turning her body to enticingly shake her meaty rump. “Hello, little one. Don’t worry. I’m not here to fight.” She fully turned her back on the creature and flagged her tail, exposing her winking pussy as she continued wagging her hips. “In fact, I want us to be friends.” Fluttershy finished with a wink.

Unexpectedly, the creature died. Its upper half just fell over, leaving AB staring with drool dribbling down her chin. Concerned, Sweetie checked the upper half, removing the rug and bucket, revealing Scootaloo in a semi-catatonic state.

“Well, that doesn’t usually happen,” Fluttershy giggled, grateful at having regained control. She swaggered to the trio, turning up the charm by lowering her head and folding her ears back to maximize her submissive allure. “Oh, you poor thing. Here, let momma make it all better.” She scooped Scootaloo in her arms and brought the filly’s belly to her chin. Her lips formed a seal around the smaller pegasus’ undeveloped teats and blew a raspberry, making the little one guffaw back to consciousness. “There, isn’t that better?”

“Um, grr?” Scootaloo replied, uncertain if they were still playing. They were, but it was by Fluttershy’s rules.

“Oh dear, you look thirsty. Here, have some of momma’s milk.” Fluttershy lowered the filly to her teat, pleased when the little one instantly latched on and began suckling. Yellow Quiet used to need potions to produce milk, but since attaining her futa appendage, her body seemed able to lactate on command. Not only was this a massive money saver, but her precious babies enjoyed her new milk much more than the old formula. Fluttershy utterly adored how content the little darlings looked while suckling, and Scootaloo was no different. The way her eyes closed as she tuned out the rest of the world so there was nothing but Fluttershy’s warm, soft, and nourishing teat; it was enough to make a mare’s heart melt with happiness. Then, looking up, the animal keeper saw the other fillies staring with dry mouths.

“Don’t worry. You can have some, too,” Fluttershy beckoned as AB reached her free teat first. “Oh, I’m sorry,” she said to Sweetie. “Could you be a dear and wait a second while these two—” However, before she could finish, her yellow-brown sheath sprang to life as a soft-yellow phallus extended in greeting, its flat and leaking head aimed at the white filly. “Oh! Um, I guess there’s one for you, too,” she acquiesced.

Sweetie licked her lips before jumping and sealing them around Fluttershy’s cock, making the mare shiver. Smiling around her mouthful, Sweetie remembered her sister bemoaning how her quiet friend was so reluctant to use her new equipment, giving the little white unicorn some ideas. Remembering Rarity’s lessons, Sweetie measured her breathing as she swallowed, pushing down on the mare’s fifth leg to engulf more of the delicious meat in her tight throat. Based on Fluttershy’s incoherent stammering, her young lover was a good job, but that was just the start.

Scootaloo and Apple Bloom felt taps against their heads to break them from their milk-drinking reverie. Looking up and seeing Sweetie almost to the mare’s medial ring, the trio shared a devious look. AB acted first, using her earth pony strength to push Fluttershy back a little and expose her butt. Scootaloo then seized the opening by pressing her hooves under the mare’s scrotum to play with her pussy. Fluttershy was already soaking wet, as filly mouths were known to trigger, but the smaller pegasus was not satisfied. While keeping her lips on the teat to continue drinking the warm and delicious milk, she reached her other hoof to rub the mare’s clit in circles while the first one slipped into the slit. Fluttershy’s pussy was as flexible as Rainbow’s, and readily accepted the orange appendage touching her most vulnerable spots. Not to be outdone, AB wiped her hoof against the mare’s drooling snatch for lubrication before prodding the pink bucker between the yellow cheeks. A regular mare would have needed more work before achieving penetration, but the little redhead was just as familiar with futa mare bodies as her friends, so she wasn’t surprised when the pucker dilated and effortlessly engulfed the first inch of her hoof. Finally, Sweetie had swallowed enough of Fluttershy’s cock that her hooves could reach the mare’s balls. Rarity taught her to be gentle with the seed-filled orbs, so she tenderly rolled them around and attentively listened to her lover’s voice for familiar cues.

Speaking of lovers, Fluttershy had a hard time forming coherent thoughts as her mind went white-hot with pleasure. Filly hooves had penetrated her pussy and anus while a filly mouth stretched over her cock like a comically oversized condom. And to the ongoing breastfeeding, Fluttershy scarcely knew what to do with herself. Only a few of her animals were trained to use appendages other than their mouths and cocks, and even those were rather clumsy. By contrast, these fillies were accustomed to pleasing ponies like her, and they must have had plenty of practice because they were damn good! Scootaloo kept changing her hooves’ motions around the clit. Apple Bloom plunged her appendage in and out like a cock to carefully stretch the anus as she penetrated ever deeper. Meanwhile, Sweetie’s tongue basically attacked the sensitive medial ring while her convulsing throat massaged the shaft as skillfully as any adult pussy.

Fluttershy came much sooner than expected. Her pussy squirted a small fountain of liquid orgasm while her cock shot jizz down the filly’s throat like a water gun. The yellow mare’s entire pelvic region seized with pressure that released divinely through both genitals. Waves of pleasure washed through her system as she held the suckling fillies’ heads against her teats, not wanting them to let go. Her eyes shot open as she looked down, noting how all three fillies’ bellies were swelling while their expressions remained delightedly content. They drank from her and loved every minute of it, and that realization sent another wave of pleasure through the mare.

Clarity finally returned to Fluttershy’s mind as her orgasm petered out. Her phallus shrank out of Sweetie’s throat, leaving a noticeable bulge in her middle. Once the little unicorn’s mouth was free, she sniffed the air and instantly dove for the mare’s pussy to drink her succulent nectar. Fluttershy bit her lip and tried to keep her cool. Usually, she was on the giving side of pleasure, especially regarding oral sex. She was typically content to use her mouth on anyone or anything in need before returning to whatever she’d been doing before, but being on the receiving end this time somehow felt different than prior occasions. Maybe it was because these were her friends’ sisters, or maybe because this was her first foursome with foals since she got her cutie mark. Whatever the reason, Fluttershy was sure she wanted more.

Author's Note

Honestly, I’d been dreading this episode for a while. Specifically, I started this chapter back in mid-2021, and barely touched it for over a year. Bestiality is not my thing, and having that be Fluttershy’s kink has been one of my biggest regrets in adapting someone else’s concept instead of starting my own. So far, I’ve gotten by with working around it or using vague descriptions, which will likely continue as I attempt to push her toward something else. Overall, this part is pretty by-the-numbers, mostly following the episode with a moderate perverted twist while giving a bit more insight into the characters’ thoughts. As I write this, I’m still not 100% how I’ll resolve the other issues lingering in my head, but I’m hoping that pushing past this hurdle will make the rest of the season less daunting.

And thanks to my subscribers
Tier 1: User#56e9c67c
Tier 2: Neural Shock, Haveclav, captainrex2020, and Magetsu88
Tier 3: Drake565, brainlocki3, and Shiyakazing
You guys make all of this possible. And if you want early access to my work, and to support an artist you enjoy, please check out my SubscribeStar as well. It'd mean a lot https://subscribestar.adult/typist-gray