Takes Two To Fluttershy

by Steel Quill

Rating: mature
Tags: Profanity, Slice of Life, Twilight Sparkle, Anthro, Original Character, My Little Pony: Friendship is Magic, Romance, Fluttershy, Porn, Sex
Length: 14108

Fluttershy wants to be confident like Twilight. When she does find her confidence, it works out even better, and sexier, than she imagined.

Having seen the effect of Twilight's experiment and the aftermath, Fluttershy found herself envious of her friend's newfound courage and her ability to engage the other sex without needing to hide behind a tree to do so. But what's a shy mare like Fluttershy to do? Twilight offers an idea, and maybe it'll work for the shy pegasus. If it means getting to have a little fun for herself, then that's a plus, right? It's not like going after one stallion she likes will hurt anything.

Wait, two stallions? Oh, Fluttershy...

Kinks/Fetishes: MxMxF, threesome action, big tits/ass, oral/deepthroat/facefuck, rough sloppy sex, lactation, titfuck, anal, double penetration, spitroast, creampie, excessive cum, voyeur friends, one horny pegasus

A long awaited sequel to Twilight's Boost of Confidence. Inspired once again by Maarthul! Check his stuff out, he's a great artist! Photo credit also belongs to him.

5/11/18 update: Featured! Thank you very much!

Published 2018-05-10 14:00:07 UTC
Last updated 2018-05-10 14:00:07 UTC

Takes Two to Fluttershy

“Hup! Come on, you lil’ varmint!”

The grunts that sounded from within the wide clearing could be traced to one source: a large, grey-toned earth stallion hefting a boulder as he moved it into place, sweat trailing down his impressive arms. The boulder was easier to roll on the ground than to carry, something he took to while making sure he didn’t lose control of the massive stone. It was a necessary natural construct intended for part of the rockier area of the sanctuary, to give more jumping space for the goats who were there. Rocky Steps found such labors almost normal by now, having been an aide for Fluttershy’s animal sanctuary for some time now.

The flapping of wings above in the sky would draw one’s attention upwards, to witness a flock of birds being guided by a leading pegasus in front of them. The tan brown stallion flew shirtless, needing only the jeans he had on for the easy flying he was doing. “That’s it! Keep those wings pumping!” Nest Chaser called behind him. The flock of geese continued to follow him, a loose V formation shaping up as he continued to guide them. The easy winds of the morning made the flight relaxing, for both the pegasus and his learners.

Of course, had they been a bit more aware of their surroundings, the workers would have observed the gaze of one pegasus mare hiding amongst the trees, out of sight thanks to the dense foliage the tall tree provided her. Wearing a simple blue sundress and sandals, the pink-maned mare stayed crouched on her branch, able to peer through a small hole in the cover she had to watch the stallions.

Fluttershy’s hand rested on her chest, the other shielding her eyes from the sun’s rays. She could view both with little to get in the way. Her wandering cyan eyes couldn’t settle between the two: one moment she’d find herself taken with Chaser’s lithe and firm frame, graceful in the air as he flew with the various avian species she tended to. The next, the yellow pegasus’ eyes fell to the powerful, solid form of Rocky Steps, even going so far as following a trail of sweat drip down from his cheek to chin, off onto his solid pectorals that would flex when he brought his arms together to lift a heavy piece of earth or equipment.

Biting her lip, Fluttershy darted into the cover of the leaves when she thought she saw Rocky’s head turn towards her direction. “Oh, ponyfeathers. What do I do…?”

“So you need my help with something, Fluttershy?” Twilight asked as she took her seat across from Fluttershy. Having been invited out to the fellow Element’s house, Twilight had dressed for a casual day instead of her more revealing attire. The simple jeans and t-shirt she wore, a gift from Rarity she’d once put aside in the past as thinking not suitable for her fashion, still allowed her newly bloomed figure to show itself off from the way the shirt seemed to frame her impressive chest. Twilight had considered putting a bra on beneath the shirt, but reckoned it would’ve only made her uncomfortable since she still needed to obtain new ones for her new size.

“Yes, um...you see, it’s a...personal issue that I think you can help with.” Fluttershy explained, folding her hands together in front of her on the wood table. “Especially with how you’ve been lately.”

“Lately?” Twilight repeated, quirking an eyebrow up.

“N-not that it’s bad! It’s...its good! For you!” Fluttershy assured her, hands lifting up in a placating gesture, “Just...you’re so confident now. So willful. It’s hard not to notice, especially with um...the attention you get.”

“Oh, you mean like Spot Check?” Twilight asked. “He’s just...he’s a good friend! Helpful friend! Yeah! We work out together!”

“Is that why you were so sweaty Friday when we stopped by to see if you wanted to go to the movies?” Fluttershy asked.

“Yes! One hundred percent!” Twilight answered, giving a sheepish laugh before clearing her throat. “But onto more important things; you brought up my confidence in public. Are you wanting to try and be more confident? I think you’re doing just fine. You’ve been advertising the animal sanctuary, promoting awareness for safety. Heck, you’ve got Discord on a solid little leash nowadays!”

“Don’t say that around him! I only just got him to stop wearing it in public!” Fluttershy exclaimed. “No, its just. You...how do I put this?” The pink-maned mare tucked a long strand of her hair back behind her ear and out of her face as she leaned forward in thought. Twilight waited, patient to let the pegasus form her thoughts in a coherent fashion. Sipping from her tea cup, Twilight knew it wasn’t the first time she’d needed to give the pegasus time to think, as she knew Fluttershy was one who had a keen radar of being sensitive with words. If perhaps a little overboard, like when she worried about offending the local veterinarian when she wanted to ask about medicine. She fretted over the silliest of things sometimes —

“I’m trying to seduce a stallion like you did.”

Twilight’s eyes widened and she accidentally inhaled the tea in her muzzle, making her cough at the unexpected declaration. Taking a minute to clear her airways, Twilight regained her composure and looked over at the waiting pegasus, her muzzle scrunched up as she waited for the Alicorn’s response.

“S-seduced a stallion? What do you mean?” Twilight asked. “I mean, that's a funny rumor and all but —”

“Rainbow Dash doesn’t keep secrets well when she drinks.”

“...Sundammit, Rainbow.” Twilight cursed under her breath. “Well, now that that proverbial cat’s out of the bag...why do you need my help with that? Mine particularly? You look gorgeous already, Fluttershy. We have the magazine cover pages to prove it. You can bag a stallion if you wanted to.”

“T-thank you, but, I’m not...I can’t put myself out there right.” Fluttershy replied. “Every time I think of trying to approach anypony, I get too nervous. The last time I actually got close with anypony was at last year’s party in AJ’s barn, and I had a little too much to drink.”

“Big Mac did need a day off after that, I remember.” Twilight murmured, making Fluttershy’s cheeks color as she ducked her head. “Ok, but then still; wouldn’t Rarity give better advice here? She’s got way more experience with stallions than I do.”

“Yes, but...Rarity is a little too focused on the show and not the action? Per se?” Fluttershy said. “I don’t want to go through some twenty step process like she always does. I just...I want to get right to it. Like you did.”

“Right…” Twilight said as she lowered her teacup. “Well, let’s approach this intelligently. Did you have somepony in mind that you wanted to uh...charm, let’s say?”

Fluttershy’s quiet nod was the only response the alicorn got, making her raise an eyebrow after a few moment’s silence. “...and they are who?”

“There’s...t-two. One is...Rocky Steps. An Earth pony. And Nest Chaser. A Pegasus.” Fluttershy clipped out while fiddling with another loose strand of her mane that had fallen over her front. “They...they work for me. At the sanctuary.”

Twilight gave a soft chuckle and nodded, leaning back in her seat. “Alright then. What’re they like?”

Fluttershy glanced out the window, looking out at the sunny day waiting beyond her cabin’s walls. “Rocky is a very hard worker. He likes to labor. Any time I have to bother him about changing terrains around, or improving landscapes, he’s always happy to dig right in. He’s very strong, very reliable. He’s very supportive of me when I have to take lead on a project. More than that though, he...he just looks so...mmm.” Fluttershy trailed off. It took Twilight a moment to realize Fluttershy had stopped trying to form words and snapped her fingers to get the pegasus back in focus. “Oh! S-sorry.”

“So, we’ve got big and burly on one side. What’s on the other?” Twilight pressed.

“Nest Chaser is one of my animal handlers. He’s really confident, and handsome. He’s a big help when it comes to coordinating the various kinds of birds who nest in the sanctuary. I’ve lost track of how many times he’s been such a great help in keeping things in order. And he’s so gentle with them. You would think he’d never take the time, but he seems to relish the quiet sometimes he has with the different flocks.” Fluttershy explained. “All the flying he does keeps him in really good shape, enough that he can go for hours without a break.”

“Sounds like you already broke him in to me.” Twilight’s quip made Fluttershy’s face bloom red and she waved her hands in a frantic fashion as stuttered denials left her lips.

“N-no! I-I wouldn’t, n-not yet! H-he’s just...m-maybe a daydream or two but that’s a daydream!”

“Fluttershy, Fluttershy. Relax!” Twilight told her, waiting until the pink-maned mare settled down to continue, “I know. Look, far be it from me to say you can’t do what you want to. Or who you want to. But if you’re asking if I can cast some kind of confidence spell or something, that’s a no-go.”

“...what if I said pretty please?”

Twilight snorted and shook her head. “It’s not that I wouldn’t want to, Fluttershy. But confidence doesn’t work that way.” Twilight told her. “It’s something you have to feel normally. You have to run with it, like an instinct. I can’t just make it happen, or you could become somepony else entirely. Like when you took on Iron Will’s confidence sessions a little too strongly.”

Fluttershy nodded and sighed. “Darn it. It’s just...it’s intimidating a little. I could do so many things wrong. And worrying about that makes it worse.”

Twilight tapped her chin in thought at this, observing the pegasus before an idea sprang forward in her mind. “Wait. Maybe there is something I can do. Wait here.” Twilight’s horn sparked alight, and the Alicorn vanished in a teleporting poof, leaving Fluttershy to stare at the spot she was in a moment ago and waiting for her return. The pink-maned pegasus tapped her fingers on the table, looking about the otherwise empty cabin that was devoid of animals for the time being. With how nice it was outside, few of them had desired to stay indoors at all.

Twilight poofed back into her seat a few moments later, making Fluttershy jump in surprise before settling again. However, the lavender alicorn had brought with her a medium sized jar, white with a brown lid, and scribbled on its front were the words ‘Confidence Cookies’. “Here we are. We’re going to try an experiment!”

“Twilight, the last experiment with you I tried, I had bees chasing me for a week.” Fluttershy cut in, making Twilight give a sheepish smile.

“I know. And I apologized for that! How was I to know they’d mistake the scent of common household plants for a queen bee?” She replied. Setting the jar on the table, Twilight waved a hand as it brushing aside the remark. “Anyway, this is totally different! We’re going to try a psychology experiment!”

“Psychology?” Fluttershy asked.

“Yep!” Twilight affirmed. “So, your issue is working on your confidence and putting yourself out there. Right?” At Fluttershy’s slow nod, Twilight continued. “So, if we’re going to condition you to act with better confidence and feel more assured, we need a simple system. Thus, these ‘Confidence Cookies’ will do the trick!” The alicorn patted the jar in front of her with her hand.

“Ok, but is there something in the cookies?” Fluttershy asked.

“Oh, no, no. There shouldn’t be, anyway.” Twilight told her. “These are some of the cookies I ate while I was working on the experiment with my own figure. They’re not toxic in any way, and as far as I can tell, they’re no different than what you’d buy down at Sugarcube Corner. They were part of my diet plan for me to, uh...update my figure, basically.” Twilight’s explanation drew a curious look from the butter-colored pegasus.

“I don’t think I’ve ever heard of cookies being part of a diet before-” she started to say before Twilight cut her off with a wave of her hand.

“Not important!” She declared before continuing, “Anyway! The point is this. What you can do is, every time you commit a confident or outgoing action, like say something directed towards those two stallions you like so much,” Twilight waited for Fluttershy to nod after her habitual trick of hiding behind her long mane, “you reward yourself with a cookie. It’s as easy as that.”

“And you think this will help me...improve?” Fluttershy questioned. “What’s stopping me from just eating the cookies when I want?”

“Because that's the point of the experiment, Fluttershy. You perform a task you aren’t conditioned or used to doing, then you follow it with a reward for your action. Rinse and repeat until the effect is more permanent for you. And you can just go about your daily routine and feel better about yourself!”

Fluttershy eyed the jar of cookies and thought to herself. Twilight’s experiments were sometimes questionable, but the mare was the smartest one among them when it came to the sciences. Besides, it wasn’t like she had to do something monumental to get a reward. She just needed to improve her confidence bit by bit. She could handle that, surely.

“...alright. It’s worth a try, right?”

Twilight’s experiment started the next day, Fluttershy decided. She laid out for herself several options on what she could do. Should she try to talk more to Rocky Steps? Maybe chance a flight with Nest Chaser? What about her appearance? Fluttershy gazed at her mirror in the bathroom after her morning shower, brushing through her mane with her green brush while debating her options. When she finished and set the brush down, she made sure to close the bathroom door before letting her towel fall to the floor.

Her general inspection of her figure showed no flaws in her appearance that she could find or have reason to change: her complexion remained clear and fair, no foul marks or lines showing up on her face. Her fur was soft to the touch, as was her mane that fell almost past her rump, thanks to suggestions from Rarity’s expertise with beauty products. Her bosom, large and full beyond what her hands could grasp without overflowing beyond them, moved with her turning and jiggled before resting. Fluttershy rested her hand over her pinkened areolas, her imagination giving a spark of thought to wondering what Rocky or Nest thought of them.

Shaking her head to try and ward off her blush, the pink-maned mare looked further down. Long, slender legs with curved hips that had tested many a pair of pants greeted her. She once read that her hips and thighs could be classified as “thick” though she found the description a bit provocative. She could find nothing wrong or needing a change, per se. But maybe it was more of how she presented herself? Considering her outfits, Fluttershy admitted that many of her clothing choices often covered herself up rather than letting her show off. It was just her nature: drawing so much attention, even if it was positive and meant to compliment her, made her nervous about what to do or how to respond. It was why she sometimes would just go quiet, and look away, uncertainty locking her in place before she could commit to anything further.

‘But we’re going to make things different this time.’ Fluttershy thought to herself as she stepped out from the bathroom, slipping on a pair of comfortable blue panties but nothing else before opening her closet up. ‘It’s warmer today. So, I could go with something somepony would wear when it's warm. But we’re supposed to work with the koalas today, with Rocky. So I’d need to wear something I can work in…’ Fluttershy’s gaze trailed over the different numbers she’d acquired, many unworn as yet. When she found a set of clothes Dash had suggested for the next time she wanted to go to the gym with her, something clicked and Fluttershy nodded to herself before putting them on.

Later on, Fluttershy found herself waiting by the trees that made up much of the space the koalas occupied. Her earlier designs had made room for a few of the relaxed animals, but their numbers had grown over time as newborns were brought into the fold. Rocky had been the one to volunteer to aid with adding onto the structure, so she knew he’d be there. The windy breeze blew by as she looked around the peaceful enclosure. Smiling to herself, Fluttershy felt herself become more relaxed as she soaked in the atmosphere around her.

“Miss Fluttershy?” Rocky’s deep baritone voice cut through the serenity she’d been drifting through, snapping Fluttershy back to reality. In mid-step to turn and apologize to Rocky, the pegasus mare stopped and reminded herself of what her goal was for today. She finished turning, and let her hands rest at her sides while observing the approaching earth pony worker. Fluttershy’s fingers twitched as they took in the burly male’s appearance, a simple white t-shirt and black pants that complimented his grey coat coloring. One arm was lifted up, curled around wooden planks needed for the day’s construction while the other clasped onto a box of tools he’d brought with him.

“Hi Rocky! I’m glad you’re here.” Fluttershy greeted him, offering a smile to the approaching stallion. She made her eyes stay on his, instead of drifting down to the stallion’s pectorals that the shirt outlined. “Do you need a hand?”

“No, miss Fluttershy. It’s alright.” He assured her before setting the materials down on the ground when he reached her. Standing back up to his full height, he regarded her with an eyebrow raised. “Were you exercising today, miss Fluttershy?”

The pink-maned pegasus glanced down at herself. The outfit she had on was one that a bold mare would wear to the gym, if they had her figure. The tops of her shoulders and her arms were bare, her green top being sleeveless and more akin to a workout bra than anything else. Even then, the cloth material strained to cover her massive mounds, the singular strap that went around the back of her neck tugging from the opposing weights it was holding. Said top left the mare’s midriff bare, exposing the slim, firm looking tummy beneath it. Being a Pegasus, there was a touch of muscle to her middle, but nothing compared to the likes of Rainbow or Applejack. The matching green track pants she had on clung to her tightly, emphasizing the way her waist slowly blossomed out into the long, thick thighs and lean legs she walked on.

“N-no, I just figured this would do well for our work today.” Fluttershy answered him. She mentally steeled herself and pushed herself on. “Do I look alright?”

To Fluttershy’s genuine surprise, Rocky offered a sheepish smile and shook his head. “You look splendid, miss Fluttershy. A beauty among the trees, if I ever saw one.”

‘He called me beautiful!’ Fluttershy squeaked inside her mind, managing a bright smile externally. “T-thank you. Now, let’s get to work on these new platforms. I was thinking we could add to this one here?” She pointed out to a nearby branch of the tree they stood by, where a few wooden makeshift landings already existed but all at low parts of the tree. “So that the koalas who wish to climb higher have room to move and go, since new ones have joined their grouping.”

“Of course, miss Fluttershy.” Rocky agreed, reaching down and plucking up a wooden plank before moving for his toolkit. Watching him, Fluttershy’s eyes drifted to the handsome, chiseled features of the stallion’s muzzle, and before she knew it she was speaking again.

“Just Fluttershy is fine.” She told him, getting Rocky’s attention and making Fluttershy blush at her own remark. “I-I know I’m the...boss here, but you can just call me Fluttershy. O-or whatever you’d prefer really.”

“Haha! Fluttershy it is then.” Rocky affirmed, making the pegasus smile back while sighing in relief on the inside.

The day’s labors carried from there on, time passing by faster for the winged mare quicker than she could count. Before long, the day’s task was complete, with several additional landings being made and a few even being adjusted for some of the newer birds that she expected Nest to help bring into the area soon as well. What’s more, the entire time, Fluttershy willed herself to keep making eye contact with Rocky, instead of shying away or putting her eyes elsewhere. The bright smile the burly stallion always seemed to bear for her warmed her heart, and it made her wish she had more for him to do before she let him go home.

“What a day...oh!” Fluttershy murmured to herself when she arrived home, entering through her kitchen doorway only to spy the cookie jar Twilight had given her before. Counting up the day’s activities, Fluttershy counted out that she could eat at least two of the sweet treats. Lifting the jar and fishing them out, the pink-maned mare eyed the simple looking cookies, the tell-tale light brown coating dotted with what she guessed were flecks of chocolate. “Well, if Twilight ate these, then they should be fine…” she said before popping one in her mouth. The sweet taste that washed over her tongue made her wings give a flap behind the mare, and she hummed aloud as she chewed it before swallowing down. “Delicious!” The second one that followed it was more of the same, a delightful buzz of sugary fun and energy that seemed to flow throughout the shy mare’s being. “I’ll need to ask Twilight for the recipe when I finish these.”

Setting the jar down, as well as pushing down the hungry desire to simply eat more of the treats, Fluttershy lounged on the sofa and nodded at the ceiling above her.

“I think I can do this. For myself. I can...I can do this!”

Fluttershy’s new routine carried on from that day forward for the next week and a half. Little by little, the shy mare felt her encouragement to stand out grow with every passing day. A little more close contact here, a brush up there; small victories to the average pony but larger ones for a mare who’d taken to being a wallflower for much of her social life. With every notch of success under her belt, Fluttershy indulged in one of Twilight’s ‘Confidence Cookies’, the sweet treats an additional blessing towards her actions. Of course, she had to resist eating them all at once: the treats were so delectable, and they always left her wanting more!

Fluttershy had at one point reasoned they might affect her figure negatively, if she ate too many of them at one time. Rarity had always cautioned against sweets binges, no matter how bad the craving could ever be. The shy mare questioned the validity of that statement, going off the peculiar way that Pinkie could eat whole cakes and yet not gain an ounce of fat that affected her negatively. If anything, from the pink-maned pegasus’ vantage, it seemed her figure was improving along with her confidence. Of course, she was probably just imagining it, but it did seem like her pants were fitting her a little tighter, or that her bras were starting to pinch a tiny bit more than they usually did. Fluttershy let such silly thoughts float away from her, her imagination finding a bigger focus on her two stallion workers.

One such moment found Fluttershy watching Nest Chaser as he was finishing up work on a new birdhouse for a couple of cardinals that had been a late addition to the sanctuary. Fluttershy had drifted up with Nest to observe him from a nearby branch of the same tree, finding a tranquility in the soft breeze that blew by and ruffled her mane and feathers. Being dressed again in her workout clothes - a now common sight to see her in while she was working in the sanctuary - the wind was a little chilling yet not enough to make her uncomfortable.

“Fluttershy?” Nest’s voice called to her, snapping her to reality as she saw the pegasus looking to her over his shoulder. “Can you lend me a quick hand to hold this in place? I need to fasten something, but two hands isn’t enough.”

“Of course!” Fluttershy replied before flying over to him, hovering in place with ease on his right. The birdhouse itself was nothing too complex, a medium sized number that could house a proper nest and still leave room inside for the mama bird to tend to her young chicks. It was painted a simple white with a red roof, making it stand out better amidst the brownish-grey wood and green leaves surrounding the birdhouse. Nest had painted it himself, earning a point in Fluttershy’s book for his attention to small details. “Where do you need me?”

“Just hold this side here,” Nest instructed, pointing at the right side of the birdhouse where two holes were left open, a dash of space between them both, “to make sure I don’t accidentally knock things over.”

“Certainly.” Fluttershy said, bringing her hand up to rest on either side of the birdhouse, freeing Nest’s hands to position what looked like a small thin rod of wood to be inserted into the open holes. “Is this to give the cardinals a place to sit outside of the birdhouse?”

“Yep! Sometimes, you can’t just sit inside with the kids. You gotta get out and play some, or stretch your wings.” He replied. Fluttershy stayed put while Nest fiddled with the adhesive he was applying to the wood. Only when his elbow brushed against her bare side did Fluttershy realize how close she was to Nest; before, she’d have trembled at the idea of being so close in somepony’s personal space, but now, she found an excitement simmering in her. She was close enough that she could even pick up the faint scent of his cologne, a distinct smell that was rich if a little floral. It made her skin tingle, and she chanced another brief inhale to renew the scent.

“I gotta admit, Fluttershy, having you be more hands on lately has been a big help.” Nest’s comment got the pink-maned mare to turn her gaze away from the birdhouse to the...very close expression of the handsome pegasus beside her. She could trace the lines of his nose and lips from her vantage, but Nest seemed to hardly notice her close scrutiny. “Not that it was a problem before. I’m not complaining! It’s just nice to see you be out here with us.”

“O-oh. Well, it’s...good to be involved!” Fluttershy replied. “I wanted to do more to help you and Rocky out, since the two of you do so much already.”

“Hands on management, huh?” Nest said while sliding the wooden rod into place inside the slot of the birdhouse wall. “And here I thought you were a mare who preferred to watch from the sidelines. ‘Keep out of the way’, didn’t you say once?”

Fluttershy nodded, her pink locks fluttering about her face as she hovered there with him. “I used to. But...it's important to me to make sure I contribute here also. Not just in being the leader, but taking part in things. Helping my friends out.”

Nest chuckled, and brought his eyes up to hers. The bold green stare she gazed into made her heart pulse, color rushing into her cheeks. “So we’re friends now, huh?” He asked, cocking an eyebrow up. “And here I thought you only kept me because of my paycheck.”

Fluttershy couldn’t help the shy giggle that left her lips, before shaking her head. “No, silly. We’re all friends here. And I like having you all here.” She told him. “I couldn’t do this all on my own.”

“I like having you here too, Fluttershy.” Nest replied, turning his gaze back to the birdhouse. “A pretty face like yours is definitely more than welcome here. And you make me feel appreciated. My last job didn’t at all; apparently pegasi in Manehattan find it silly to be careful about minding migration paths of birds traveling through the city to the North or the South.”

Listening, Fluttershy kept quiet as she thought of an appropriate response to give. The old her would’ve just offered a consoling pat on the back, and let it be from there. But she wanted to be more present, more physical. The urge was stronger now so close to Nest than if she were apart from him. Before she could stop herself, Fluttershy set the birdhouse down on the branch it was to rest on, and brought her arms around to embrace Nest from behind. Instinct pushed her to press her bountiful chest against his bare back, the stallion having gone shirtless again as he was prone to doing. The tickle of his fur against the top of her chest and her hands that rested on his abdomen sparked something in her, and she opened her lips to speak.

“You’re always appreciated here, Nest. I value all the hard work you put in for me.” Fluttershy spoke, her voice warm and light in tone while Nest froze up, clearly surprised by the affectionate gesture from the shy mare. “So don’t you ever worry about that.”

“...t-thank you, Fluttershy.” He replied before clearing his throat, “I appreciate you too.”

Fluttershy could tell his words were sincere beneath the bashful tone he spoke with, and released him from her embrace. There was quiet for a moment before Fluttershy plucked up the other spare wooden rod Nest needed, and held it up for him to take. The stallion looked from her to it, and chuckled before resuming his work. Fluttershy wasn’t sure what had pushed her to try and be so close to the stallion so suddenly, but the rewards outweighed the worry. The feeling of his firm toned body under her fingers spoke of the muscle beneath, and when she flew away on the excuse to check on the rest of the sanctuary, only then did she let her body shiver at the memory. Heat rushed to her cheeks, and an unprompted ‘squee’ escaped her. That evening, she allowed herself to eat several more cookies, for undertaking physical closeness of her own accord. Fluttershy’s thoughts became wrapped up in further ideas by the time she went to bed, her hands drifting along her body beneath the bedsheets as her imagination entertained Nest, and then Rocky, returning her gesture in a much more risque fashion.

If she’d had the presence of mind to notice the world around her, beyond what her daydreams would satisfy her with by the time she fell asleep, she’d have noticed a red circle around the next day approaching, marked with clear lettering a warning that read: Stay indoors for next few days. Spring season begins. Seasonal changes.

Twilight’s Castle, Conference Room, Three days later

A scribbling pen and the turning of pages in a book provided the only noise Twilight could hear over her own buzzing thoughts. The pile of compiled notes she’d made thus far amounted to a tall stack on her left side, wavering ever so slightly every time a light breeze would pass through from one of the open windows above her. It’d been a good idea to allow for air to flow around, as the risen temperature had turned the conference room into a slightly uncomfortable work setting without any source of cool air.

Before her, Twilight had been reviewing her notes from her experiment on herself, in an effort to better explain and grasp the finer points of her transformation from bookworm nerd to full-figured princess. So far, she had managed to elaborate on the transfiguration of her bone structure and minute details such as her mane or her fur’s conditions before and after the change, but she had come to a pause upon trying to explain her body’s development of muscle form. It wasn’t a problem, per se, but curious no less to the lavender mare in trying to explain how she developed the muscle strength that had suddenly been lacking before.

“It’s not a muscle growth formula, I know that. There was no combination of steroid magics or chemicals in the process.” She said aloud before setting her pen down. Running a hand through her mane, Twilight sighed. “It’s not so simple that I desired the change and it occured. That’d take far more magic than even I’m capable of. Bending reality like that’s beyond what I know.”

“Did somepony say ‘bending reality’?”

Twilight jumped at the unexpected voice, so clear and right next to her ear. Off guard, the lavender mare leapt from her seat, and looked to the speaker only to groan and relax her stance.

“Discord. Of course you’d hear that.”

The Draconequus gave a light flap of the small wings on his back, remaining hovering on his side as he regarded the alicorn before him. He continued to speak as he seemed to slither through the air, coming to a rest once his body had coiled much like a snake’s on the table’s surface.

“Well, my dear, of course I hear of anything involving chaos. Altering reality is but one of the simpler points of it.” He replied. “Another is simply displacing the careful and precise order you ponies cherish so much. For instance,” Discord’s eyes turned to the careful stack of notes that Twilight had amassed for the past hour.

“Discord, don’t —”

With a snap of his fingers, the pile of paperwork transformed, with every sheet of paper becoming a different miniaturized animal that dove about the room. Small herds of sheep flapped to one side of the table, as a flock of tiny paper birds chirped and flew about towards the ceiling, leaving Twilight to give a deadpan stare to the chaos deity.

“I guess you could say your words are really flying off their pages. Hmm?” Discord quipped, holding out his paws beside him as a small drum materialized behind him, giving off a brief rimshot before vanishing. Seeing that Twilight wasn’t laughing or looking even slightly amused, the god of chaos rolled his eyes and snapped his fingers, reverting the changes he made and restoring Twilight’s notes to their normal forms as they fell to the table. “Oh, don’t be such a fuddy-duddy. Isn’t that why you tried your little experiment here? To shake things up?”

“It wasn’t for that. It’s purpose was to experiment on myself and see if my physical health was being hampered by my magic. As it turns out, it was. Sortof.” Twilight replied.

“Yes, yes. And now you’ve gone from the shy bookworm to the smart minx that’s the talk of the town.” Discord said. Taking a breath, the Draconequus’ head shifted, turning into Ponyville’s premiere teacher, Cheerilee. “That Princess Twilight sure has changed up her looks! She’s so different now!” Another morph, this time into one of the farmer’s market vendors, Carrot Top. “I wish I could look like her! She’s so pretty!” Discord morphed back into his regular form, gazing at the bashful lavender mare. “Honestly, I go through at least fifteen changes a week, but I rarely get such standing ovations! Perhaps I should try going as my female counterpart sometime…”

Twilight let her mind pause momentarily on the idea of a feminine Discord, then promptly let go of it for sake of her sanity. “Discord, why are you even here? I know today’s usually your tea party and socializing with Fluttershy, isn’t it?” she questioned.

To Twilight’s utter confusion, Discord raised an eyebrow and floated closer to the alicorn, giving her a look of his own confusion. “My dearest egghead friend, don’t you know what day it is? What week we are in?”

“...the first week of April?”

“Honestly.” Discord scoffed before snapping his fingers, as an array of books suddenly swarmed around him. He plucked a few at a time, checking their labels before finally seeming to find the one he’d been looking for. “The Rotational Bane of Nature Upon A Mare: A Primer.” Discord read aloud, making Twilight frown at the entity while folding her arms over her sizeable chest.

“Discord, I swear on Celestia’s sun, I do not need a lecture on pony biology from the likes of you. I know plenty all about it.” Twilight said.

“Of course you do. Heaven forbid little Twilight doesn’t have all the knowledge of the world crammed into her little brain hole.” Discord replied. “However, some knowledge is kept private from the likes of you, from friend and foe alike. In this case, a particular cycle of time lasting the span of a week, belonging to one mutual friend of ours. I’ll give you a hint: She’s yellow, very shy, loves long walks in the animal sanctuary, and is overly fond of a nefarious rabbit of hers.”

It took Twilight all of three seconds to process what Discord was explaining to her before Twilight’s brain snapped back to speaking. “Fluttershy’s going into heat? This week?” She summarized. Discord nodded, a pair of gloved hands appearing beside him to give a polite golf clap to her words. “Ok, so. Fine. Good on you for staying out of her affairs, at least.”

“Of course I would. Fluttershy may be my dearest friend, but I would never envision trying to infringe upon the privacies of her lifestyle. Well, not all of them.” Discord said. “Besides, I hardly need to be there to pull any sort of chaotic magic on her or whomever happens upon her. It’s already there, thanks to you.”

“To me? What did I do?” Twilight questioned. “Last I checked, I don’t invoke chaos magic like you do. That’s your department.”

“And I’m so glad you recognize that. Really, professionally speaking, it does me no good to blur my brand of magic with your own.” Discord quipped before adopting a sitting pose despite hovering above a chair where he could, in fact, sit. “However, your little experiment didn’t just pop onto my radar from the chaos inducing elements it instilled, my dear Twilight. Your magical fiddling scratched the surface of chaos magic’s underlying aspect, of modifying reality to meet one’s whims. Of course, you may not have intended that, but magic does what magic wants.”

“Ok, so, wait,” Twilight said aloud, more to herself than Discord as her brain buzzed with questions pertaining to the revelation of what she may have committed in her experiment, “What does this have to do with me? I didn’t use any magic on Fluttershy.”

“Not upon Fluttershy directly perhaps, no. But Chaos finds its way in the slipperiest of fashions.” Discord answered. “You did not cast any such magics upon our dearest Fluttershy, but there has been something she’s been eating quite on the regular that just so happened to be laced with such magics. And little by little, it's been working its way into her, making little changes as per it’s user’s wish.”

Twilight’s eyes widened. “You mean...those cookies I gave her?”

“Quite soaked in the magic, they were. Not enough to set off alarm bells for, not individually. But concentrated on one pony over time? Well...stranger things can happen.” Discord told her. “Quite truthfully, it’ll be a show for whomever falls under that pegasus’ sway. And trust me, she’s been swaying.” The Draconequus materialized a bag of popcorn and threw a hefty lot into his maw. “Shwell be bwusy for awhile.” He swallowed the bundle down before coughing as a fresh ear of corn popped back out of him. “I sure hope whoever stumbles upon her in that state is healthy.”

“...oh boy.”

Animal Sanctuary - Hidden Enclosure

“Fluttershy? Ya’ll out here?” Rocky’s voice carried far, but no real answer was given back to the earth pony as he and Nest Chaser walked along the halfway made path they were being led on. Both had received a curious message from their boss that morning, instructing them to make for one of the underdeveloped enclosures within the sanctuary. She’d requested also that neither of them bring any tools, as none would be needed for them that day. Confused, but having no reason to question their boss (or their paycheck for that matter), both ponies met up and made for the trail she’d given to them to follow.

“Wonder if she’s got some kind of surprise for us.” Nest pondered aloud, getting Rocky’s attention. “I mean, I don’t know if you’ve noticed, but she’s been a lot more...outgoing, I think’s the word?”

“You’re right. Not that it’s bad, none at all. It’s a good change considerin’ the first time she interviewed me, it took about twenty or so minutes to get done just talkin’ about the job. Always stammerin’ and all. But now she’s better.” Rocky said. “Come to think of it, a lot more hands on too.”

“No kidding. But, hey; who’s gonna complain about a pretty mare being hands on, am I right?” Nest joked, giving a nudge to Rocky’s side and making him snort as they walked onwards. It wasn’t long before the dense foliage and trees gave way to the clearing they suspected Fluttershy had told them to come to. In truth, the area was more natural in form than the handcrafted areas they’d worked on and made for the sanctuary. The river that flowed through the rest of the sanctuary had formed a small pond in this area, the water looking bright with the sun shining down on its still surface. There were a few bushes surrounding the pond, local flora and fauna that were naturally grown, likely feeding off the water from the nearby pond. Off to the side sat a mound of rocks that looked to barricade a path beyond them, though what particularly was a mystery to the two stallions.

A splash of water from the pond brought both men’s attention to the water, and their eyes widened as the source revealed herself. Fluttershy stepped out from the pond, lifting herself up from the side and coming to stand at her full height as her wings flapped out from her sides to flick water away from herself. The curvaceous mare had always been a beauty in both men’s eyes, but now she was bare of any clothing and seemed to exude a sensual aura in every motion. She brought her arms up, stretching her limbs and making her massive mounds be on display before she sighed, lowering her hands to brush her long pink locks of hair out of her face. Droplets of water fell down her form, trailing over her bountiful curves and down her long legs as she moved. Her mane flowed down her shoulders and back in one long cascade of pink that begged to be touched, as well as her elegant tail that fell to her feet beneath her.

It was when her eyes opened and the cyan orbs locked onto both starstruck stallions that they snapped themselves out of it and both looked away from her, faces crimson at what they’d been staring at. Fluttershy only walked forward, steps quieted by the soft grass beneath her bare feet.

“U-um, Fluttershy, you’re...what’re you doing out here?” Rocky questioned, keeping his eyes locked on the ground at his feet. He could still make out Fluttershy’s approaching form from his peripheral, but kept himself from looking again out of respect for her decency.

“Rocky. Nest. I’m so glad you’re here.” If Fluttershy had any awareness that she was 100% naked before the two stallions, her voice did not show it. She was calm, confident even as she continued. “I’m in need of your help. Perhaps both of yours’ help with something.”

“W-what do you need? Clothes? We can go by your house and get them for you. That’s it, right?” Nest asked. His cheeks remained hot as he couldn’t help a brief glance towards the buxom mare, wavering as he looked to her bare chest as droplets of water trailed across the round surface.

“Oh no, not at all. I’m quite alright.” Fluttershy reassured him, making Nest force himself to look to her face. The smile on her lips and the stare of her eyes made his heart hammer as she took a step closer, within arm’s reach of the two ponies. “You see, the truth is, I’m a mare with needs. Needs that are becoming very...problematic, this week.” She explained to them. “But finding a stallion to trust in to help me can be difficult. I wanted somepony strong,” she took another step closer, resting a bare hand on Rocky’s forearm, “somepony caring, somepony who I can be myself around.” Fluttershy’s other hand came to rest on Nest’s shoulder, and both watched her as she spoke.

“Both of you are ponies I’ve come to admire, and feel happier around than others. But I can’t hold it back anymore.” Fluttershy’s wings gave a flap behind her as she regarded them both. Only then did either stallion pick up on the wafting scent drifting from the pegasus; despite her dip in the river, it had done little to stem the tide of her arousal burning within her. “I...I need you.”

The question offered to both of them made each stallion glance at the other, weighing the decision versus the raw appeal Fluttershy presented them with in all her naked glory. It was Rocky who spoke first, clearing his throat before looking to the pink-maned mare. “Well, I know leaving somepony in such a state to themselves can sometimes lead to danger. And you trust us to help you with it.” He answered her, reaching for Fluttershy’s hand and lifting it up to kiss it gently. “...and in all fairness, I must admit that you make for a beautiful mare to me, miss Fluttershy.”

“Too right.” Nest chimed in, nodding from his spot. “And...well, let’s be frank here: you’re not an unwanted mare amongst us stallions. If you’re willing to have us, then...we’ll help you with your uh…’problem’.”

Fluttershy’s delight was clear in the way her wings sprang out, as a wide smile played upon her lips. “I’m so glad. Now...let’s get these troublesome clothes out of the way.” Rocky and Nest watched as Fluttershy took to undressing them herself, kneeling between them and hands undoing their pants with surprising ease. Nest had donned simple sweatpants that came down with an easy tug from the butter-colored pegasus, while Rocky’s took a bit of work since he was in jeans. The ruffle of their clothing hitting the ground at their feet was the only other noise before Fluttershy gasped, her cheeks blooming a deep red as she beheld both stallion’s uncovered members.

Lifting her hands up, Fluttershy was quick to take hold of them both, groping at Rocky’s hefty balls in her right while her left wrapped around Nest’s growing length. The heat in either palms made her tremble with excitement, and before she could stop herself, Fluttershy had buried her face into Rocky’s groin, inhaling the heady musk in deep breaths as his length began to swell from her efforts. With her face full of his groin, Fluttershy’s hands grew more fervent in their efforts to waken both of the stallions’ arousals. Slow strokes of Nest’s cock grew in tempo, while the hand that was on Rocky’s balls left them to caress the thickening member that pulsed beside her head.

The pink-maned mare withdrew from Rocky’s lap, and shifted her attentions to Nest to give him his fair due. By now, he’d grown in her palm to the point that she had to lengthen her strokes further, from tip to base in order to further stimulate the lean pegasus stallion. She looked up at him, her eyes meeting his watching, half-lidded own, before she brought her lips down and kissed the swollen tip of his cock. The taste that greeted her lips made her hunger for more, and Fluttershy opened wider to engulf his tip into her maw properly. The buxom mare moaned: Nest’s taste in her heat-addled state was almost euphoric to experience, and she lashed at his tip with her tongue in loving strokes that had the pegasus stallion groaning aloud, easily heard in the empty clearing.

Fluttershy finally withdrew from his member, the tip soaked in saliva for the moment as she stayed kneeling between the two of them. Stroking the both of them faster, she gave a soft moan at the throbbing she could feel coming from their cocks. She wanted, needed more of them both. “You boys are so big...I can’t leave either of you in states like this.” She cooed to them both as she racked her mind on how to maximize the opportunity given to her. Looking to Rocky, she saw his gaze wasn’t so fixated on her face, but rather her lightly jiggling breasts that moved with her stroking motions.

“Rocky. Stand here in front of me, would you?” She asked the burly earth pony before looking to Nest, “And you move behind me for now.” Slightly confused, the pair does as they’re told, leaving Fluttershy to stare down at Rocky’s swollen shaft while Nest’s throbbed beside her cheek. “It’s not fair for me to focus on just one of you boys at a time. So why not let you both enjoy myself?” She asked.

Reaching forward, Fluttershy pointed Rocky’s cock at her breasts, rubbing the tip against the fur of her right tit in a slow circle as she continued. “You can ravish my breasts, Rocky,” she instructed before leaning back to look to Nest, “And you, Nest, can shove that wonderful cock of yours down my throat. I want to take as much of you as I can get.”

Both stallions couldn’t help a blush at the mare’s forwardness; the heat must’ve done away with any pretense of shyness or caution in her mind, replacing it with only a carnal need for pleasure. “If you’re sure, Fluttershy.” Nest replied, scooting back a little to better accommodate the mare as she stayed leaning back. He brought his hands forward, fingers weaving into the long pink locks of her hair to hold her head in place as he let his cock rest against her face. The shaft rubbed against her cheek and nose for a moment before Fluttershy’s tongue extended out, flicking against his arousal and sweeping by the head to show her want for his meat. Realigning himself, Nest slid his member into Fluttershy’s waiting mouth, giving a groan at the warm and wet embrace that greeted him.

Taking that as an open cue to act, Rocky stepped forward and took hold of the pegasus mare’s mountainous mounds, their softness filling his grasp and overflowing past what his fingers could hold as he brought them together around his cock. The heated and soft embrace of her titflesh surrounding him made him buck his hips, shoving his thickness further into the valley of her cleavage. Her breasts were large enough that only his tip would emerge from her cleavage when he thrust forward, leaving the rest of him to be wholly embraced by her bosom. The feeling was captivating, causing the earth stallion to pick up a slow but firm rhythm of bucking into her cleavage as she let him make use of her body to his whims.

Likewise, Nest had found himself being drawn in by Fluttershy’s lust, her tongue lapping at all of him she could get ahold of. He had himself halfway buried inside of the mare’s maw, the tip beginning to poke at where he guessed her throat was. His caution was soon tossed aside when he felt Fluttershy grab at his hip with her free hand, making him look down to her. Only one of her eyes was visible as the other was blocked by her mane that had fallen about her face, but in that one eye, he saw pure desire for him to claim her. Pushing forward, Nest found himself soon buried to the hilt inside of Fluttershy’s throat, his balls coming to rest against the wanting mare’s nose and face.

The high pitched moan that escaped Fluttershy’s throat, muffled by Nest’s cock as it was, told him of her enjoying their actions. Rearing his hips back, Nest gave a thrust forward, sheathing his cock into her throat again and making his balls slap against the mare’s face once more. The squeeze at his hip told him to continue, and soon enough, he found a rhythm of his own to mirror Rocky’s thrusts into Fluttershy’s breasts. The concern and caution both had had before was gone now, given away to focus on the primal need of the mare between them and the growing desire she was fostering for them both.

Sandwiched between the two stallions, Fluttershy’s world became a hazy mixture of desire and ecstasy. Her breasts, sensitive as they had ever been, seemed to be on fire in Rocky’s grasp as he made use of her tits for his pleasure. The rough texture of his palms against her hardened nipples only stimulated her further, as she felt her juices run down her thighs from her marehood. Nest’s firm bucking into her mouth and throat was equally enjoyable for her; a fantasy or two of being used by her stallion partner was being wholly fulfilled by the long cock being shoved in and out of her throat. The tight, firm grasp of his hands, the slapping of his heavy balls against her face, the musky scent of stallion cock surrounding her being; Fluttershy’s fingers darted for her marehood between her legs and dug two of her fingers inside in a desperate bid for even more pleasure.

Soon, a new sensation made its way across Fluttershy’s awareness as her trusted employees turned lovers claimed her: small dollops of pre were beginning to be awash of her tongue and on her chest. The taste on her tongue mixed with Nests’ cock was a little sweeter than she’d expected, but tangy and clear amidst her lustful thoughts. Rocky’s cock was leaking as well, staining her breasts and cleavage in clear, musky fluid that showed his arousal and helped him to thrust even faster into her bosom. Where the water she’d soaked in before had worked fine, now he could titfuck her even harder with the aided lubricant. Knowing that she likely smelled, reeked of the two stallions’ lust only fueled her desire moreso. A third finger plunged into her marehood, joining its sisters in working her body up to find its climax.

The grunts and moans of the two stallions filled the clearing, along with the fleshy slaps of their bodies impacting against Fluttershy’s breasts and face. She was grateful she had no trouble with breathing as she was, every inhale bringing in a fresh wave of Nest’s musky scent as his balls rubbed it into her nose and face with every pass. She was sure that in a similar fashion, her breasts were awash with Rocky’s unique smell as well, as more and more of his precum soaked into her fur and breasts. She wanted, needed, more of them both. This was a pleasant first foray, but the Element of Kindness’ desire wouldn’t be easily sated from this one round.

Nest’s grip tightened on Fluttershy’s head, bringing her back to the moment as she felt him quicken. The throbbing against her tongue told her he was getting close, and the idea of his climax spurred her to action. Her tongue became more active then, moving from licking in small strokes to full on slurps and wet licks that added to the wet noises emanating from her mouth. Her cheeks hollowed as she sucked harder, trying to milk more out of the pegasus rutting her face as his groans grew to a higher pitch. Rocky’s thrusts were becoming erratic as well; the throbbing between her breasts was only magnified in how hard his grasp of her mounds was. She closed her eyes, and waited for it to come.

“Fluttershy!” Nest exclaimed suddenly, bucking forward until his member was wholly sheathed inside the mare’s throat. His swollen cock pulsed within her oral grasp as the first splash of his seed surged out and into her gullet. It didn’t stop her once from sucking at him, only milking him further of his seed as he tried to withdraw, which served only to fill her mouth instead of her throat. She welcomed the hot and rich blasts of stallion sperm filling her up, to the point that she let the excess trail down the corners of her mouth in a slutty display of affection.

As she drank of Nest’s essence, Rocky continued to plow his way into Fluttershy’s breasts, rocking her figure with his motions. Upon witnessing that the beautiful mare was slurping up his fellow stallion’s spunk, Rocky’s own resistance caved as he erupted from within Fluttershy’s cleavage. Thick strands of white seed splashed against her cleavage, and as he thrust upwards to poke the tip out of its embrace, more of his spunk rained down upon her breasts and the top of her chest. A wild shot or two even managed to land against her neck, trailing white streaks against the yellow fur as it oozed down her form. Fluttershy was left to take it all in, and the splash of liquid Rocky felt against his leg told her she had climaxed as well from the two of theirs’ efforts.

The pair of stallions set the cum-plastered mare down on the ground gently, mindful of just how rough they may have been just now and that Fluttershy may have needed a moment’s respite to recover. They felt no shame in their nakedness alongside their shared lover, who opened her eyes after a few seconds of swallowing what remained of Nest’s load in her mouth. Under the eyes of her stallions above her, Fluttershy made a show of lifting her breasts up, running her fingers through the rivers of seed that Rocky had left on her before lifting them up, dangling the digits before her open maw as they dripped onto her waiting tongue.

“...fuck.” Nest whispered, his cock giving a throb at the wanton display the pegasus mare was making.

“I need more. One of you is going inside of me. Right. Now.” Fluttershy instructed, lowering a hand to drift down to her soaked pussy, getting the attention of both stallions for a moment before they looked to each other.

“Perhaps you should go first?” Rocky offered Nest. “I would not want to cause discomfort on her first go.” He gave a brief nod at his own thickness, which was considerably wider than Nest’s. To the pegasus stallion’s credit, however, he had a longer length than Rocky to use to his advantage.

“Sure. Let’s swap.” Nest agreed, and the pair of stallions shifted positions so that Nest settled at her lower half while Rocky knelt down at her head.Seeing them move, Fluttershy was quick to roll over onto her front, raising up on her hands and knees. Her mane was in disarray, falling about her face as she gazed up at Rocky and then his bobbing length. Up close, she could see just how thick he was, the solid black shaft certain to make her stretch in many fascinating ways. It made her nethers give a solid pulse at the thought, before she gasped as she felt fingers tug and toy with her swollen labia.

“She’s absolutely drenched.” Nest noted aloud, making Fluttershy’s already red cheeks darken further. Just hearing of her own lustfulness from another only made her desire more prominent, and she gave her hips a small wiggle as her tail flagged to the side, fully revealing her waiting depths to Nest’s view. Taking the invitation, Nest slips his fingers into her marehood with ease, aided by the flowing juices that lubricated his digits as they penetrated her.

“Yes...yes. Oh, please. I need…” Fluttershy trailed off as she lifted her head up and nuzzled Rocky’s tip with her cheek. “I need more cock. More thick, hard cock inside of me. Please.” She begged before peppering Rocky’s cock with kisses and licks of her wet tongue, making him sigh in enjoyment from her efforts. Opening her mouth wider, Fluttershy engulfed the thick cockhead and swallowed around it, eyes glazing over at the heady taste once more playing upon her taste buds. Rocky groaned from the wet contact, running a hand through Fluttershy’s mane to keep it out of her face and to let him watch her with an unobstructed view.

Nest continued to finger her from behind, steady in pumping his long fingers in and out of her needful marehood before recognizing she was more than ready to continue. Withdrawing his hand, he settled on his knees and brought himself forward, letting his stiff cock slap against Fluttershy’s ample rear end. He watched as it jiggled from the contact, and he grasped himself before repeating the motion a few more times, delighting in watching how her rump would shift and bounce from the impacts. Fluttershy’s tail flicked against his chest in an impatient gesture, as the smell of her arousal flooded Nest’s senses from her soaked pussy. Needing no more encouragement, Nest aligned his member with her folds, and found it easy as he slipped past her entrance and into her waiting depths.

Fluttershy’s muffled squeal portrayed her ecstasy as she tightened around the couple inches that first penetrated her, making Nest groan and immediately thrust more of himself into her. It was not the stallion’s first romp with a mare, but Fluttershy was rocketing past his previous encounters just from how wet she was. It was almost like he’d slipped his cock into a pool of enticing warm water, yet it gripped him tight and tried to beckon him further in. With a full grasp of both of her plump ass cheeks, Nest took a breath before slamming the rest of his member home, sheathing himself to the base and spearing her moist tunnel. Fluttershy’s eyes rolled upwards, Rocky watching as her suckling on his cock slowed for a brief moment before lust consumed her and she dove deep, plunging his member into her throat as spit trailed from her lips to around his cock.

As Nest withdrew from Fluttershy, Rocky took hold of Fluttershy’s head and pulled her back off his cock, his spit-soaked member dripping with her saliva while the mare’s tongue licked in desperate want for more of his meat. Following Nest’s timing, Rocky and the pegasus stallion both thrust into their respective holes as one, making Fluttershy spasm from the explosion of sexual ecstasy that came with it. Her pussy clenched tight around Nest’s cock as she slurped on Rocky’s member, knowing full well that the feeling of her spit trailing down from her lips to her chin only made her look all the more slutty in that instance. The comprehension only furthered her lust, and she was glad to surrender herself to both of her stallions.

The two stallions did their best to keep to a matching pace together, both rearing back and slamming back into their welcoming holes in tandem with one another. Rocking Fluttershy’s body back and forth, they soon fell out of rhythm as each became taken with their own pleasures. Nest lost himself to the multiple feelings surrounding his cock, each thrust met with a tight wet and hot squeeze of tender flesh around his pole while he watched as Fluttershy’s ass bounced off his hips with every thrust he gave. Rocky relished his own lewd display at his groin, the pink-maned mare’s lips squeezing and slurping up and down his length as his balls would bounce off her chin when he thrust deeply enough. She ate up everything he gave her, breathing through her nose and inhaling his musk on each pass when she was buried into his groin. Fluttershy’s heavy breasts would bounce against his thighs every few seconds, the slaps of titflesh meeting thigh mixing into the gurgles she made while swallowing Rocky’s cock.

“Fuck me, its like she’s on fire.” Nest commented between breaths as he worked himself harder and faster into Fluttershy’s cunt. By now, a slew of her juices were flowing down her thighs with some droplets splashing out onto his lap and balls, excess from the mare’s leaking marehood. It lubricated him aplenty enough to let him adopt a faster pace, putting him out of order with Rocky’s deep but rhythmic thrusting into her maw.

“No kiddin’...she...ugh,” Rocky groaned as Fluttershy slurped hard around his tip on one pass back, earning a hard thrust back into her throat that she took without pause, “she must’ve really needed it bad.”

Fluttershy’s mind couldn’t comprehend what they were saying about her, not that she cared in that instance. She was too lost in her own sexual ecstasy, being claimed by two powerful, but tender stallions who were fulfilling her every want in their actions. Even as they made use of her body as their own personal fuckholes, there was an affection belying their actions she could feel. Rocky’s grip was firm on her head, fingers woven in the forest of her pink locks, yet he didn’t squeeze too hard to hurt her, nor was he too harsh in his thrusts. He seemed to tell just how far to move before she’d get uncomfortable. Nest, likewise, was giving it to her just how she’d been dreaming of, but wasn’t abusing the invitation. His squeezing fingers that dug into her fat rear only added into the mixture of pleasure she was experiencing.

That ecstasy seemed to be boiling higher and higher inside of the pegasus mare, she realized, faster than she’d anticipated. She started bouncing her rear back into Nest’s thrusts, the burning within her growing before it toppled over beyond her control. With a loud squeal, her fluids gushed out, splashing onto Nest’s lap and falling to the ground as rivers trailed down her bare thighs. Yet neither stallion stopped, only thrusting faster and carrying her ecstasy onwards through the orgasm, rendering Fluttershy a sloppy mess of a mare lost in her own desire.

Time left the mare’s mind as she devoted her efforts solely to pleasuring her partners. They weren’t far behind, she gathered, from the way they twitched on her tongue and within her depths. She wondered who would climax first between the two this time, and sought to bring them both closer in time with each other. With every hard thrust Nest gave her, she pushed back against him, engulfing not only his cock, but bouncing her rear off his lap each time with a satisfying smack that filled the air between the three amidst their harsh breathing. For Rocky, the pink-maned mare drove her gaze up to meet his watching own, locking eyes with him as she sucked harder on his shaft, cheeks hollowed as she gave him all she could. If there’d been enough control, she’d have tried to lick out at his ballsack, but he was moving too fast to try.

She got what she sought only moments later, both men losing their restraints as they came to a climax in one final hard thrust from them both. Cum seeped into Fluttershy’s mouth and throat in thick, rich globs that she drank with hearty gulps, relishing the way Rocky’s essence flooded into her gullet and down into her belly. The splash of Nest’s seed into her pussy was equally satisfying, scratching that carnal itch that had been plaguing her for the past couple of days. Every hot splash of his cum inside of her and upon her needing marehood’s walls was a bane to her urges, and she let out a gargled moan as the sensation rolled over her again and again.

When both men withdrew from her, letting her rest on the grassy ground below, Fluttershy was content to stay put for the moment, wanting to bask in the sexual afterglow the two had brought her. She could feel Nest’s seed dribbling out of her marehood and onto her thighs, a slow pour that made her bring a hand down to run her fingers through the white lines trailing out of her. A slight splash on her cheek caught her attention then, only to realize it was a leftover shot from Rocky’s cock that had fallen upon her. All too eager for more, the pink-maned mare was quick to lick out at what had fallen on her cheek, swallowing it and moaning softly at the taste.

Twilight could scarcely believe what she was witnessing before her. Fluttershy, the mare who’d squeaked and hid from new social encounters, who was terrified of Nightmare Night, who usually considered showing her shoulders bare to be “risky”, was going to town on the two stallion workers who just finished spitroasting her. It was such a change in her dynamic that Discord’s earlier words were the only rationale that could explain any sense into what the lavender maned mare was seeing unfold. The pegasus mare was lavishing in their attentions, having sat up and making a show for the two studs in toying with her impressive mounds as they spoke out of Twilight’s hearing range.

A shudder passed through the alicorn’s body as she stayed kneeling in her bush, observing while hidden in the foliage. “Two of them at once would wreck any mare...Fluttershy’s quite the trooper.” She told herself as she scribbled on her notepad in her hand before pausing as another shiver rolled through her form, emanating from her groin and up her spine. Looking down, Twilight shook her head. “You’re doing good, but you can do better Dash.”

The rainbow-maned mare lowered her head from the alicorn’s snatch, muzzle soaked in Twilight’s juices, and gasped for air. Her cheeks were flushed as she inhaled the air she’d been denied in her position as the alicorn’s seat. “I-I just got started! Trust me!”

“Oh, I know you are. So don’t go quitting on me now,” Twilight instructed as she used her other hand to grip the back of Rainbow’s head and push her harder against her swollen lips, easily accessible thanks to Twilight vanishing her pants away once the action had really kicked up. Rainbow had little room to argue, accepting Twilight’s will and going back to running her tongue in and out of the lustful alicorn’s pussy. From the way she was licking, Twilight knew Rainbow was enjoying herself while her head was trapped between her soft thighs.

“I wonder how much more Fluttershy can handle-oh!” Twilight exclaimed as she lifted her binoculars to better observe the trio of amorous ponies in the clearing. “...she’s not going to be walking well tomorrow.”

It was at Fluttershy’s beckon that the two stallions lifted the curvaceous mare up from the ground, Rocky taking hold of Fluttershy from behind and gripping her thighs from beneath her while Nest took position at her front. In Rocky’s grasp, Fluttershy simply basked in the powerful strength the earth stallion exuded, leaning her head up to claim his lips in a wet kiss he returned to her as he held her. Nest was given plenty to work with, his cock giving a throb at the sight of the white globs of his sperm still drooling out from Fluttershy’s marehood. He wasn’t quite yet ready to dive back in just yet, and sought instead to latch onto one of Fluttershy’s tremendous breasts, his lips suckling hard on her erect nipple and making her moan into Rocky’s mouth.

When something warm shot into Nest’s mouth, catching him off guard, he pulled back with his teeth still tugging on the nub before freeing himself. The taste that played on his tongue was sweet, and it took him a moment to recognize that the liquid dripping from Fluttershy’s nub was not sweat, but a much better treat to taste.

“Holy crap, she’s lactating!” Nest exclaimed before going back in, sucking on her titty again and being rewarded with another small spurt of breastmilk. The sensation made Fluttershy give a surprised moan, and she withdrew from Rocky’s kiss to gasp for air as the feeling of something surging from her breast rocked her torso with pleasure. Hands free, Fluttershy rested one such hand on the back of Nest’s head to keep him there, pushing him deeper into her titflesh. Rocky was left to watch until he looked to her unattended other bosom, catching Fluttershy’s attention. Eager to invite more enjoyment, Fluttershy used her free hand to grope her breast and lift the hefty weight up while Rocky craned his head down far enough to latch onto his own spot.

Trapped between the two as they nursed on her breasts, Fluttershy threw her head back, eyes clouded over with lust as the two stallions drank of her milk. She had never really tried to let anyone do such a thing to her, nor imagined it was something she was even capable of. The mare let any wondering of how it could happen go, wanting to bask in the men’s actions as their hands groped and squeezed her generous flesh to their liking. It was only when they both stopped that she came back down to reality, able to feel both of their thick cocks press against her sweat-drenched form.

“Should we move to the water?” Rocky asked first, unsure of where to go from here. “I would not want to do anything without at least trying to lubricate myself. It may hurt her.”

“N-no, let me...let me…” Fluttershy tried to say, getting his attention as she squirmed slightly in his grasp. He held firm, keeping her aloft as Fluttershy brought one of her hands down to her wide-spread femness. Moaning softly, she dipped her fingers into her pussy, extracting them only once they were soaked in her juices, and then bringing her hand around to grab for his cock. She would stroke him for several seconds, the mixture of seed and her juices wetting his cock rapidly until she needed more, dipping into herself once more to repeat the process. Nest, more than content to wait, added in his own wandering fingers to not only stimulate the mare further, but applying the same process to his own member.

By the time she stopped, both stallions’ members gleamed under the sunlight from above, and Fluttershy felt her whole body tremble as Rocky’s tip pressed at her rear entrance. Knowing she was too tightened up, she willed herself to take a slow breath and relaxed the muscles across her form, before giving a gasp as he pushed against her. It wasn’t easy, with his thickness, but the knowledge of such a log of man meat wanting to ram into her only excited the mare further. When his head finally popped into her, she threw her head back, mouth agape while Rocky kept still to let her adjust. Nest waited, watching with an almost fascinated look as she started to take the burly earth stallion’s cock deeper inside her ass.

It wasn’t until she stopped sinking down that the pegasus mare turned her gaze to Nest, and reached out to him. “Nest. Get that fucking cock inside my pussy. Rut my brains out. Rut me, you studs, until I can’t think anymore!” she demanded.

Nest felt a vocal answer wasn’t needed here; instead, he stepped forward and let Fluttershy’s hand come to rest on his shoulder as he aligned himself at her seed-splattered entrance, rubbing against her entrance again before sliding within her depths with ease. He gave a gasp as how hot and tight she still was around his member as he pushed further in; it was like he had done nothing before to stretch her out or loosen her up, making her just as gripping as the first time he’d claimed her. He almost felt that Rocky was being left out, but from the groans the stallion was giving, getting to claim her ass was making up for that aplenty.

When Nest sheathed himself within her once more, Fluttershy’s body seemed to give a slight spasm, making the stallion look down to where they were joined together. Fluids were already trickling down his cock and onto his base, and he looked up to see Fluttershy’s ecstatic face as she breathed in several quick breaths, her breasts jiggling from her motions before she began to settle. “S-so full…” she groaned out. Rocky had stopped for the moment, thinking they’d done something wrong, but when Fluttershy’s hips rocked in an effort to get him moving again, he only plowed into her once more only to be joined by Nest who sought to further rile her up.

The clearing was a mess of sloppy sounds and adrift with the smells of pheromones and sex alike as both stallions gave Fluttershy the double team she’d been craving. The mare’s only conscious thoughts were to hold onto Rocky’s form to brace herself while lost amidst the satisfying sensation that their cocks made within her. Nest’s rapid thrusts into her tunnel were powerful enough to make her body bounce on its own, but the earth stallion filling her ass with his thick, rigid cock added a perverse and naughty twist to the pegasus’ pleasure. The dollops of hot pre that splashed upon her inner depths only lubricated him further, allowing them to speed up to the point that their balls were slapping against her flesh in quick bursts.

No words were spoken as Fluttershy leaned back and claimed Rocky for another kiss, swirling her tongue about the muscular stallion’s while Nest took to claiming both of Fluttershy’s breasts in his hands. He couldn’t contain them or keep them from bouncing even in his grasp, but Nest’s only intent was to bring her leaking nipples closer for him to suck on, drinking of her milk as his cock plunged into her pussy again and again. With both studs ravishing her, she was lactating aplenty with her pleasure fueling the experience, and she squealed when Nest nipped at the sensitive buds in his mouth.

She was a mess, a hot, sweaty, cum-soaked, musk-smelling, absolutely ravaged mess. But Fluttershy relished it as Nature’s instincts kept her in the flow of its powerful urges, clenching around both stallions’ cocks as they slammed into her. A brief thought hit her to wonder just how much cum she could milk from both stallions into her, what kind of child could come of their joined bonding. The mere idea of being claimed so only made her heat grow stronger, and she did her best to bounce in tandem with the two studs’ thrusting as if to get them deeper inside her.

“Fuck...fuck! Oh, fuck me!” Fluttershy yelled, her eyes rolling back as a second orgasm suddenly rushed through her body, her muscles locking up as a spray of clear femcum suddenly squirted around Nest’s length, staining his fur further as he plowed onwards. He throbbed within her pink, wet depths, not stopping even as she climaxed to instead thrust further on, clearing whole broad strokes on every pass into her filled marehood.

Behind her, Rocky kept up his grip on her thighs, losing his focus on just how powerful Fluttershy’s ass was grabbing at him. He wasn’t worried about being lubed enough by now; if there was a problem, the mare would’ve told him so he was sure. Even though he had not yet laid claim to her pussy himself, there was a raw appeal in being the one to claim her anally, stretching her back door with his impressive member. The tight hold she had on him made every stroke a pleasure, and yet despite the raw lust on display, he could still relish the things that drew him to Fluttershy: the feeling of her soft fur against his skin, the smell of her scent running through his nose. He couldn’t get enough of her, burying his muzzle into the crook of her neck through the curtain of her mane, inhaling more of her scent as he claimed her from behind. If anything, it made him thrust faster, causing Fluttershy to gasp aloud.

“Oh shit. Oh fuck oh shit.” Nest’s voice came through from her front, between his gasps for air, “This is too much. I can’t hold it. I can’t.”

His warning made Rocky realize how long they’d been going, more than he was aware of, but enough that only then did he feel how hard he was throbbing within Fluttershy’s ass. Sensing concern in the air, it was Fluttershy who spoke up for them all.

“Inside! Do it in me! Seed me! Seed my body!”

Neither stallion needed more urging from there, bucking rougher into the buxom mare at the open invitation. It was the final tipping point as both gave a final thrust into her holes, plugging her full of stallion cock before their shafts erupted with more of their seed, splashing her anal walls and her ravaged pussy with cum in healthy spurts that made Fluttershy moan and then scream when another orgasm exploded from her core. It was only thanks to Rocky’s support that she didn’t fall to the ground, her whole body locking up while the simultaneous feelings of taking seed in both her ass and her marehood overwhelmed her.

Fluttershy wasn’t sure how much time had passed by the time she felt grass beneath her again, only realizing she’d come back to reality when she felt a sudden emptiness greet her senses. Both Rocky and Nest had removed themselves from her pussy and ass, leaving her to feel the sensation of thick cum seeping from both holes and out onto herself and the ground beneath her. The slight discomfort was overwhelmed by the satisfaction she was experiencing at both of their hands, and laid between the two as she was, Rocky on her left and Nest on her right, Fluttershy bathed in the glorious afterglow.

“Yes, yes...come on!” Twilight’s binoculars had been thrown to the ground as the lavender mare found herself much more occupied elsewhere, her own rising pleasure having been elevated while watching her friend be railed by her two stallion partners. Her hands clasped onto Rainbow’s head, fingers clenching beneath her multi-colored locks as she felt the nubile tongue prod at her clit. With a few tender taps and strokes of it, she reached a tipping point and exhaled at a high pitch while her whole body trembled. It was only once she’d relaxed enough to feel her tensed leg muscles again that she relented and got up off of Rainbow.

The flustered looking pegasus’ face was red and splashed with the juices that she’d been slurping at for the time she’d been down there. She wasn’t even sure how she got talked into accompanying Twilight out here; only that she had and then suddenly found herself headfirst into the alicorn’s muff. Not that she was complaining, just that it’d help a mare to be told what’s going on!

“You’re wonderful, Dash.” Twilight praised, making the athlete blush under the alicorn’s gaze before she looked away.

“Yeah, well...you know I’m the awesomest when it comes to having a roll in the hay.” She boasted before wiping at her cheek to get at the excess femcum there. “...could go for a ride with my own stud though.”

“Is that so?”

The sudden fear spasm that touched Rainbow’s nerves made her look back up at Twilight, and she swallowed at the almost maniacal look on her face.

“...mercy?”

Author's Note

Rainbow, you gotta learn to keep your trap shut. Or don't! It might make for a sequel!

Hope you folks enjoyed this one. It's fun making these pieces like this. As stated before, check out Maarthul's awesome artwork on tumblr, he's the one who inspired this!

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