Fluttershy was far from the first pony one would expect to go into the Everfree alone. In fact, most ponies probably wouldn’t have even put her on the list.

In her defense, the place she was going to was on the outskirts of the forest - still off the beaten path for somepony coming from Ponyville, but at the same time it wasn’t really dangerous. In fact, it was both beautiful and peaceful. Not to mention, it also had some rare water flowers that Fluttershy wanted.

But as Fluttershy flew along the river, looking at the green valley around her, she figured that the flowers could wait just a little longer. This was a beautiful place, almost enough to make her forget that she was in the Everfree Forest. Initially she’d planned on just looking for the flowers and taking them as fast as possible, but perhaps she could slow down and relax… a break was certainly welcome after her trip. Her eyes spotted a small outcropping just above the water’s edge, and she figured that would make a good spot for a break.

After she landed, she performed a few stretches, especially with her wings - she’d flown for much of the trip, given the best way to reach this spot was to follow this river, at least according to Zecora. Of course, Fluttershy was neither the most capable flyer, nor the most comfortable one, and her wings were quite tired.

After she was done, she sat down, looking around at the valley some more. She smiled a little as she spotted a pair of birds flying along just above the water, either looking for food or perhaps just having fun. After they passed out of sight, she looked down at the river, lazily watching the current as she went over what to do next. Those flowers are supposed to grow in shallows… the water here looks kinda deep, like the riverbed walls just go straight down, so I’ll probably have to keep going. Alas, the flowers didn’t grow further downstream - in the open sky of the river’s mouth, other plants were able to out-compete them, but here in the valley - with the shade of the cliff - they had more of a chance to shine… so to speak. Of course, that made them difficult to find, and difficult to reach.

After a short while, Fluttershy decided it was time to get moving - it was nearly midday, and while the place was peaceful now, she reallywanted to be out of the Everfree before dark. She had made good time getting here, and it would only take a few hours to get out of the forest, but she wasn’t sure how long it would take to find the flowers. Best to not waste too much time, she thought as she took flight again and followed the river upstream again.

It actually wasn’t too much longer before she reached the end of the river - or at least, the end of the section that was above ground. The valley eventually ended in a cliff face, with a cave near the bottom from which the river flowed. This part of the valley was much wider, and more rounded - perhaps it had housed a lake at some point, before erosion opened up a path for a river to flow. Either way, this was a good place to start her search - she had been focusing more on flying up to this point, but now that there was no further to go, she could spend some more time looking for plants.

Let’s see… if they need shade, they’ll probably be close to the valley walls. Or maybe that cave… she frowned. She didn’t really care to go in there… but if the flowers where there, they’d be at the mouth, not actually inside the cave. Carefully she dove close to the water, slowly moving up to the cave. Her eyes, adjusted to the midday sun, couldn’t see inside the cave too well - although it appeared to be relatively straight and narrow. She couldn’t see anything inside except flowing water, so she looked back down at the water, scanning for the plants. Purple and white flowers, Zecora said… at least, I think that’s what she meant by “purple as a party balloon, yet pale like the winter moon.” Less metaphorical, however, were Zecora’s descriptions of the plant’s shape and habitat, so Fluttershy was reasonably sure she could find it.

After determining that the water here was shallow enough to walk in, Fluttershy gently landed, shivering a little as the cool water coming from the cave soaked her hooves. Still, it would be nice to give her wings some more rest, and at this level she figured she could better see the flowers.

To her delight, the flowers did not take long to find. As Zecora had said, the wide flowers floating on the water had many petals of both rich purple and soft white. They certainly were pretty, Fluttershy felt. Granted, the main reason she was looking for them was because of their medicinal value… but she wondered if she could keep one as a decoration for her pond. Of course, she’d probably have to bring a bucket or something to transplant it, but-

Her thoughts were abruptly interrupted when she felt something brush her hind hoof.

She squeaked in surprise, jumping forward and away from whatever had been touching her. She heard the sound of sloshing water in response, and she looked over her shoulder, expecting to see some sort of aquatic predator charging at her, and ready to take flight. But to her surprise, the water was being pushed in the other direction, as whatever had touched her swam away - with as much speed as Fluttershy herself.

Fluttershy turned, ready for the creature to make its move, but wondering if maybe it had been startled as much as she had been. She wondered if it had been trying to attack or if was just curious. After a moment, her eyes spotted it - a long, dark shape under the water, between her position in the shallows and the cave. A water snake, maybe? Snakes she understood. She even wondered if she could befriend it.

After a moment, the shape seemed to advance towards her slightly, before its front slowly breached the water. Definitely not a water snake, Fluttershy thought. The front end was too narrow, clearly not ending in a head of any sort. It was more like a tentacle of some sort, though she hadn’t heard of any such creatures here. Not that that meant much, given she was in the Everfree Forest.

Fluttershy started to walk towards it - but as soon as she moved her hoof through the water, the tentacle retreated again, moving at least three pony lengths away, before settling under the water again.

Fluttershy couldn’t help but smile. She may have been unfamiliar with this creature, but she could tell when any creature was shy. “It’s okay,” she said soothingly, even though it probably couldn’t hear her. She moved more slowly this time, lifting her hoof out of the water and reaching it out to the tentacle, waiting for it to approach. It didn’t move at first, making Fluttershy wonder if it’d be best to leave it alone, but after a short while it approached again, lightly swishing back and forth as if feeling around for her. Fluttershy lowered her hoof into the water, causing the tentacle to twitch lightly before angling towards her hoof. It touched her gently, the appendage proving to be remarkably soft, and Fluttershy pressed her hoof into it just as gently. After a moment it started to slowly curl around her hoof, moving lightly up her foreleg, making her giggle slightly at the sensation. She raised her hoof again, raising the purple tentacle out of the water where it clung to her. As the entwined limbs dripped water, she couldn’t help but lean in, nuzzling it softly.

The tentacle twitched, but didn’t let go, instead curling up even further around her leg. It gently squeezed her limb, then relaxed slightly, uncurling partway… and then it started tugging on her, gently beckoning her upstream towards its base. Into the cave. Fluttershy hesitated a moment, then smiled - she might have been afraid of the dark, but she was curious what the rest of the creature looked like - and besides, it’d be rude to reject such an offer. So, she started walking, letting the tentacle guide her upriver. It was slow going, since she had to walk on three legs, but the creature seemed to be in no hurry, continuing to just gently lead her on.

For her part, Fluttershy didn’t mind the pace, seeing as how it gave her eyes a chance to adjust to the cave as she entered it. By the time she entered the cave, the light reflected off the water outside was enough to more or less see what was ahead of her as she waded through the water. She kept to the side where the water was more shallow, just enough so that the water wouldn’t reach her stomach.

Eventually, the light dimmed to the point where once again she could barely see, just as the tentacle led her to the entrance of a large chamber. Fluttershy frowned a little, hesitating out of instinctive caution. She pondered, almost idly, if this was a trap of some sort, but she dismissed the idea as casually as it had entered her head. While there were certainly predators in the Everfree, she’d never heard of one that tried to earn the trust of its prey first, and she couldn’t imagine such a strategy being successful enough to let such a large creature survive. Actually, given the length of the tentacle so far, she could only imagine that it belonged to a massive creature - quite capable of dragging her here by force. Clearly that wasn’t what it had in mind.

Maybe it wants a new friend… like me. She smiled

The creature had eased its grip on her, perhaps sensing her hesitation, but Fluttershy started walking forward again, and it quickly resumed its pull on her. As she entered the chamber, she felt the tentacle slack suddenly - her next step with her free front hoof sank a little deeper than the previous step had, which meant the water became deeper just in front of her. She peered into the darkness, but all she could see was the occasional glistening of dim light reflecting off the water.

If it makes its home here, it’s probably blind, she thought. It also probably couldn’t hear above water - the closest it would come would be sensing vibrations in the water, probably how it noticed her to begin with. That also meant she had no real way of communicating with it… except by touch.

As she stood wondering what its intentions were, she felt a touch on her other front hoof. “Eep!” She squeaked and jolted a little. In response, there was a faint sloshing of water just in front of her, and the tentacle wrapped around her other hoof slackened almost completely, so much that she could pull her hoof free with no resistance if she wanted. But after she recovered from the initial surprise, she smiled - it definitely was a shy one, retreating at the smallest resistance. She could relate…

To ease its mind, she gently hooked the tentacles’ coils with her hoof and brought it up to her face, nuzzling it again… and to her surprise, the tentacle’s tip lifted off her hoof and brushed her lips, making her blush and draw back. A moment later she giggled, with a little nervousness and a little embarrassment.

Some creatures are more affectionate than others, though, she thought to herself. I guess it makes sense that this one would be very… touchy.

After a few seconds, she felt a touch on her free hoof again - another tentacle coiling around her leg just like the first. She gave no resistance, and it held her hoof gently. She heard the sound of something emerging from water, and a few seconds later she felt another tentacle touching the side of her head, gently trailing along her forehead as if feeling it out. Then it grew more bold, moving up to comb through her mane.

Fluttershy giggled again, trying to hold still and let it do what it wished - letting it get an idea of her form through touch. She was starting to feel a little warm - part excited, but also strangely relaxed. She also noticed there was a faint, sweet smell in the air… on that realization, she inhaled deeply, taking in a long breath of what smiled like honey mixed with… musk?

She shivered a little, blushing. The touch of the tentacles was soft and slow - and it was starting to get a little sensual, especially as the tentacle feeling her head moved to caress her face. Meanwhile another tentacle touched her side before gently wrapping around her in a spiral.

Well, it’s got me now, Fluttershy thought, feeling warmer and warmer. Good thing it’s friendly… very friendly…

Fluttershy’s breathing was deep and slow now, relaxed yet somehow excited at the same time. She nuzzled the tentacle brushing her face, and it pressed into her in return, a little more forcefully than before, as though eager to feel her.It was an awkward exchange for a few moments, with it slipping across her face as it tried to caress her… but then it brushed across her lips, causing her to freeze, her breath catching in her chest. As she stood motionless, it teased her lips more and more, sliding back and forth and tickling her just a little with the tapered tip. Finally, Fluttershy took in a sharp breath and let it out in a pleasured moan - and then as she opened her lips, it slid between them.

She froze again, the tentacle’s tip just inside her mouth, waiting as if asking her permission. She shifted, but had no idea what to do. This was so far outside any encounter she’d had before that she wasn’t sure what it meant, or how to react. But as she hesitated, the tentacle pushed further into her mouth, nudging her tongue. She let out a muffled moan, her tongue reflexively pushing up against the soft, sensual intruder, and in response it pushed back, rubbing and wrapping around her tongue.

Fluttershy’s mind went blank as she was, somehow, kissed by this strange creature, her breathing starting to pick up. Vaguely, she was aware of her marehood as it began to grow moist, as her body wanted more.

I shouldn’t be this… horny… it can’t really want to mate with me... she thought to herself, trying to rationalize what was happening and failing. Why would it want to rut somepony… some creature so different from it? Why would it want me?

As if in answer, another tentacle suddenly pushed against her pussy, struggling for a bit before sliding inside her wet, already-eager tunnel. She gasped sharply, finally moving her body - bucking her hips back reflexively, willing the tentacle to go deeper.

As Fluttershy’s tunnel was filled by the invading member, the one in her mouth continued to make out with her, and soon she tasted something sweet on her tongue - sweet like nectar, with a sort of perfumed allure, making her want more. She started to gently suck on the tentacle, as her tongue lapped at its tip, it bulged before releasing a small flood for her to drink.. As she gulped down the intoxicating fluid, she felt the tentacle in her marehood tense, expand, and pour a load into her most intimate parts. She started feeling hot, needy - the stuff was like liquid pheromones to her.

As the tentacle in her pussy started to thrust in and out of her again, she started panting in desire, needing even more. She pushed back, and the tentacle pushed forward in return, forcing itself to fill every part of her. She tried to bend forward, to lift her rump up, but was stopped by the water level - and as if sensing her intent, a pair of tentacles wrapped around her hind legs, before slowly lifting her rear up. She moaned around the tentacle in her mouth as she spread her hind legs, allowing the member inside her pussy to fuck her even more deeply. She closed her eyes, before squealing lightly as she came, squirming in the creature’s grasp, her tunnel clamping down on the tentacle inside her as marecum ran down her legs and into the water.

As her climax died down, she grew still, half-suspended by her legs as the tentacles lazily thrust in and out of her. Finally, the tentacles slid out of her mouth and pussy… but even though she was panting for breath, she still wanted more.

The creature seemed to relax a little, however, gently setting her back on all fours and lightly caressing her body, returning to the gentle demeanor it had before. Fluttershy out a little whinny of disappointment, nuzzling into the tentacle now in front of her face. “I want more…” she whispered, not caring if it couldn’t hear. “Please…”

After a few moments, the grip around her hooves tightened, and another tentacle wrapped around her barrel. Slowly, she was lifted into the air, just as the creature surfaced, breaking the silence and filling the chamber with the sound of splashing water. With nothing to see, and too dazed with pleasure to make sense of anything, Fluttershy closed her eyes, as it gently carried her through the air and started to lower her into… somewhere. Some place warm, and humid, with a soft, fleshy floor…

As her mind tried to process what was happening, a new set of tentacles wrapped around her, thinner but still soft and gentle. She was pulled into an embrace, resting against the fleshy walls, tendrils wrapping around her limbs, her body, her head…

And then, suddenly, she understood. She was a part of it now… connected on the deepest possible level. She’d never felt this close to something before, never thought that something so intimate could even be possible. As one, they felt the tentacles slowly enter her body again. One teased her lips before sliding inside, another pushed into her madly winking pussy, and a third gently rubbed at her tailhole before worming its way into her rear.

Even with the connection and the sudden rush of sensation, the pair took it slowly and gently. He had bred recently, his first time rutting a mare in heat - and while that was a weeklong orgy of eager fucking followed by rest, this time was more steady. With Fluttershy’s body not in estrus, the combined pair didn’t have that same desperate urge… so instead they gently probed her body with his tentacles, each exploring every inch they could fill, as her body was squeezed and caressed by the tendrils holding her in place.

A moan escaped Fluttershy’s mouth as her body tried to deal with feeling it all - her body quickly heading towards climax, while his felt more of a smooth, erotic warmth - like being on the edge of climax, but feeling like he could continue on and on.

As her body came, squirming against the tentacles that held it, his tentacles started slowly filling her - the one in her mouth released something sweet and filling, and as her mouth suckled eagerly, her pussy and ass were slowly filled with his cum.

Even then, they didn’t stop, his tentacles continuing to slowly slide in and out, as they settled into a rhythm - everything blurring into a warm haze of desire and pleasure, broken only by their occasional orgasms.

They couldn't remain joined for long - he couldn't expend too much energy with mares who weren't in heat, especially given his most recent breeding season had been quite fruitful. On top of that, Fluttershy had animals to take care of back home, and finally neither one of them really wanted her to travel during dark. Even so, as he drew her out of his breeding pouch and gently set her on the ground, her body ached, still wanting him to continue rutting her. But obligations called her away - even bonded to him, her sense of duty was strong, and there was no question about returning in a timely fashion.

Besides, now that she knew about him, she could arrange to have some personal time alone with him for a day or two... maybe even more. She giggled at the thought, blushing a little despite the absence of anypony to see her embarrassment. She couldn't help but feel a little giddy inside, already thinking of when she might be able to sneak off to him...

She turned to him as he sunk below the water once more. She could still feel a tiny part of that bond remaining. If their merge was like an intimate embrace, than the residual link was like a faint touch, enough to feel each other's presence. "Don't worry, I'll be back soon," she said softly, though she knew he couldn't really hear. But... she knew he understood.

She took a few steps away, slowly at first to make sure she had her balance, then picking up speed. She reached the cave mouth and was about to take flight when an image popped into her mind. "Oh! I almost forgot!" She giggled again. It would be silly of her to come all this way and not even gather those flowers. So nice of him to remind her. As she flew towards the pale purple water flowers and begun to gather them, she thought to herself, I could get used to this connection... nothing like the full thing, but it is nice...

Author's Note

Once again, it took way too long to update this. Probably because, since this is something of a niche fetish story on top of being clop, I need to be in just the right mood to want to write it. But, here you are, a chapter with Fluttershy. Enjoy!