Courtship and Breeding Habits of the Tentalicus Hentailidae

by Dusk Raven

Rating: mature
Tags: Porn, Rainbow Dash, Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Romance
Length: 11429

Rainbow falls into the clutches of a surprisingly intimate tentacle monster.

The Tentalicus Hentailidae, also known as the Greater Cave Tentacula, is a reclusive and mysterious beast that reproduces by breeding with other species - specifically, ponies. Though few have ever encountered one, rumors hold that their method of mating is more passionate and personal then anything else in the world.

Twilight and Rainbow get to find out for themselves when they wander into a Tentacula's territory, while on a journey into the Everfree forest to see strange and exciting creatures... while in heat. Well, they'll get what they wanted...

~ ~ ~ ~ ~

Contains: Tentacles, tentacle bondage, seduction via pleasure and aphrodisiacs, threesome, multiple penetration, endosoma (nonfatal vore), estrus, impregnation, feeding via tentacle, temporary mind-linking/merging, abstract philosophical concepts, Lovecraftian Erotica, and the most hardcore consentacles you will ever see - or at least that's what I'm going for.

Inspired by the art of Phantim on Derpibooru. Browsing through the "Tentalicus Hentailidae" tag on Derpibooru, I was taken - smitten you could say - by Phantim's descriptions of the Greater Cave Tentacula and how it breeds its mates. I was inspired to write a fic - and Phantim approved of the idea and even made a cover pic for me! Anyway, you may find out more about the Tentalicus Hentailidae on Derpibooru, although bear in mind Phantim prefers to work with anthros, whereas I went with standard pony form for this fic. I've also taken a few liberties here and there, since I need to overthink everything I do. Even porn.

The first chapter is standalone. I marked it as incomplete because I really liked working on this, and there is material for a continuation.

Published 2018-05-22 00:30:07 UTC
Last updated 2019-06-10 04:52:37 UTC

Building a Harem - Twilight and Rainbow

"You have the weirdest ideas for handling your heat, Twilight."

Twilight huffed, glancing back at Rainbow. "We are secluded far away from any stallions, thus minimizing the chance of us being rutted and becoming pregnant."

Twilight Sparkle was walking along a path in the Everfree Forest, with Rainbow Dash flying closely behind - although the "path" was really little more than a series of connected patches that happened to have no trees, bushes or roots in them, which was partially why Rainbow chose to fly despite the load she was carrying. Walking would not have been much easier. Both of them wore safari hats, cargo vests, and loaded saddlebags and backpacks, and wouldn't have looked out of place in a Daring Do novel.

Rainbow chuckled. "Beats locking yourself up in an old building full of prudish mares with weird clothes."

"What are you complaining about anyway?" Twilight smirked. "You wanted to come along, didn't you?"

"Oh yeah, I'm totally down for a weeklong trip into the farthest reaches of the Everfree Forest, even if it is to hunt for rare critters. Besides, somepony's got to watch out for you." Rainbow snickered. "You might get so wrapped up in studying something that some predator comes and pounces on you and you never see it coming!"

Twilight rolled her eyes. “I've been on trips into the Everfree before and I've been fine!”

Rainbow shrugged. "Yeah, I know. Seems like you really like the place lately. ...I'm just saying it's kind of weird to go into it as a means of dealing with your heat."

Twilight blushed. "It... it's a great opportunity! Research trips of this nature can take days, and what better time to do it than at a time when it helps to be away from other ponies?"

Rainbow snickered. "I thought the point of coming out here was that you wouldn't be 'doing it?'"

Twilight sighed in exasperation, before scrunching her mouth shut to keep from saying anything else. Rainbow didn't add anything, and so the two continued on in silence for a while. Rainbow started flying more erratically out of boredom, flying from side to side, occasionally going ahead of Twilight to scout the area ahead.

At one point, Rainbow flew ahead entirely out of sight of Twilight, ignoring the latter's calls that the two should stick together, or something like that. Rainbow rolled her eyes in response. The trees were growing thinner, and her mobility wasn't as restricted... and she needed to really stretch her wings.

To her delight, the trees soon gave way to open sky, as the forest ground ended at a cliff, overlooking a wide gorge through which a sparkling blue river flowed. Rainbow smiled at the view, before quickly flying back into the trees to Twilight. "Hey Twilight, you should see this! There's a river running through a gorge here!"

Twilight smiled as the pegasus approached her, and picked up her pace to a trot. "Excellent! I was hoping we'd find this place!"

"You were?" Rainbow flew alongside her, raising an eyebrow.

"Yes!" Twilight cleared her throat, entering ‘Lecture Mode’. "All animals require water, and usually they have to go to it. Thus, rivers and other bodies of water are great places to find animals, since they need to drink sometime!"

Rainbow groaned. "So you’re just gonna wait around for one to show up? That sounds like it'll take a while..."

"Well, you could always fly around, like you usually do. I'll bet this is a place you'd enjoy exploring." Twilight smirked. "You don't need to wait with me, after all. I'm mostly just going to be sitting in a bush with a pair of binoculars, after all.”

“Yeah, I couldn't sit still that long.” Rainbow felt bored just imagining it.

“That's what I- ack!” Twilight turned from Rainbow to the path, only to see the ground drop sharply down in front of her as she reached the cliff edge. Her wings flared out reflexively before she stabilized herself on the edge

Rainbow chuckled sheepishly. “Yeah, forgot to mention that part. It's a bit of a drop.”

Twilight looked over the gorge, smiling at the sight. She glanced to the west where the river flowed, and saw the sun nearing the horizon. “Well, I won't be getting any critter-watching done tonight. We should find a place to camp.”

“Shouldn't be too hard to find someplace from a bird's-eye view.” Rainbow flew over the cliff edge, before hovering in place and looking back at Twilight. The normally ground-bound alicorn took the hint, flapping her wings and lightly jumping off the cliff, following Rainbow as she flew up the gorge. They were a little less agile due to their packs, but neither of them had trouble keeping aloft as they searched upriver.

It wasn't long before the walls of the gorge grew taller, before finally closing off into a sheer cliff face. Down below, the entrance to a large cavern could be seen, with the river flowing out of it into the gorge. Rainbow grinned. “Hey, how about that cave? That looks like an awesome place!”

Twilight frowned. “It's probably really wet, and even if it isn't, there might be some kind of creature making its home in there.”

“Aw.” Rainbow frowned, crossing her front hooves over her chest. “Can we at least find a place nearby?” She scanned the walls of the gorge, before her eyes settled on a ledge, a hollow in the cliff wall about the size of a small house, looking like someone had scooped a section up and out of the rock. “Hey, that spot looks pretty cool!” She quickly flew over to it, grinning and looking around before turning to look at the view of the gorge. The ledge was mostly rock, but had a few spots of softer dirt on which grass grew. Rainbow grinned up at Twilight, who was still flying at what most pegasi would consider a normal pace.

Twilight scanned the spot as she approached, before gracefully landing near the edge. “Well, there's not much to pick from as far as comfortable resting spots go, but it's secluded and not a lot of creatures can reach us here.” She moved towards the back, looking over the walls. “There don't seem to be any dangerous flying animals resting here.”

“And the view is great!” Rainbow grinned, before landing and dropping her saddlebags on the ground. “And about time, I was tired of carrying this stuff... I prefer flying light, you know?”

Twilight chuckled before dropping her own bags onto the ground, and getting out her tent, sleeping bag, and cooking supplies. Her stomach rumbled, and she blushed. “I guess that trip took a lot out of me too... let's eat, wash up, and then rest...”

“That's all you want to do tonight? Eat and turn in early? You sure you don't want to trade campfire stories?” Rainbow smirked. “Or maybe even... let off some steam?”

“Let off some steam?!”

Twilight turned to Rainbow, blushing, and her face only grew redder as Rainbow continued, “Oh, come on, a trip through the Everfree is the best date anypony's given me... if you're trying to butter me up, you're doing a good job...” Rainbow gave her best attempt at a sultry look to Twilight - being Rainbow, it was less 'come hither' and more 'I'm going to come over and rut you in about two seconds.'

Twilight shook her head furiously. “N-no! That's just... I didn’t just... take you here, you wanted to come along on your own!"

Rainbow snickered for a moment, than burst out into full laughter. "Twilight, you're way too easy to tease."

Twilight merely glared at her in response. Finally, Rainbow's laughter died down. "Speaking of ‘coming on my own-’” she paused as she giggled, “-did you bring any toys? I forgot to, and trying to wait out your heat with nothing but your hooves gets old fast..."

Twilight shook her head, blushing again. "No, I didn't. I... didn't think I'd need to. Besides, it would have taken up valuable bag space."

Rainbow rolled her eyes. "Well, when you put it that way..." she sighed. "At least you're not like Rarity. Have you seen the baggage she brings on camping trips? I mean, that tent was pretty awesome, but..." She shook her head. "Gonna be a tough week out here, though, with no stallions and no toys..."

Twilight turned to her bags to get out some of the food they'd packed - and also to conceal her smile from Rainbow...

~

The meal had been filling - surprisingly so given that it was all rehydrated food, and other stuff that was light and non-perishable. It had also been nice to take a bath in the river after traveling all day. Sleeping, however, wasn't going according to Twilight's plan, at least as far as Rainbow was concerned.

Rainbow found herself awake in the middle of the night, after only a few hours of sleep. This a common event for her, which was partially responsible for her daytime napping habits - but being in heat somehow made it worse. She had just been dreaming of being rutted by an eager and sexy fan after a Wonderbolts show, and she was still horny. She started twisting and turning restlessly in her sleeping bag, panting lightly as she tried to get her dream out of her head... without success.

Finally she squirmed her way out of her sleeping bag, so the fluids leaking from her marehood wouldn't stain it. She lay on her back in her tent, before reaching a hoof down to her nethers and rubbing furiously at them. She moaned at the touch, moving her other hoof to cover her mouth so she wouldn't wake Twilight, as she continued to rub and prod at her clit. But, just as she had told Twilight earlier, her hoof just wouldn't cut it. It was like scratching at a mosquito bite - the more she tried to ease the itch, the stronger it felt.

Finally, she sighed in exasperation and rolled onto her hooves. She couldn't go back to sleep and she couldn't rub one out, so the only thing she could think to do was to distract herself some other way. Her mind wandered back to the cave she had seen earlier... perhaps she could explore it. Flying in unfamiliar territory at night was risky, as a general rule, but it wasn't like the cave would be that much darker at this time of night than it would normally be...

It didn't take long for Rainbow to grab a headlamp from her pack - quietly, so as not to wake Twilight. Without hesitation she took flight from the ledge and flew towards the cave. The cloudless sky, with the moon directly overhead, meant she was able to find her way to it easily. As she approached the mouth, she turned the headlamp on, revealing a wide tunnel of cool bluish stone, with the river waters taking up much of the middle. On either side, however, was a line of dry ground. Landing on the right-hoof side, she carefully walked into the cave, scanning about with her flashlight.

The sound of running water echoed across the cavern, becoming more intense as Rainbow walked deeper into the cave. The sound echoed back and forth, bouncing off walls over and over, until it become an omnipresent but gentle roar. Then, the cavern started splitting, opening up into smaller side passages. Rivulets of water flowed from some of them, but others were dry. Rainbow didn't take any of them, not wanting to get lost, but she shone her flashlight down them as she passed. Most quickly turned to the side, preventing her from seeing very far, but others led to larger chambers. Rainbow couldn't help but smile - it would be fun to explore the entirety of these caves, although she'd probably have to bring Twilight along to keep from getting lost. Rainbow had a good sense of direction, but she wasn't used to being underground, and there was no telling how labyrinthine these tunnels were. She had a feeling Twilight would have some egghead way of navigating them, though.

The main path turned upwards slightly, and a short while later opened up into a larger bowl-like chamber, filled with a small underground lake and dotted with countless stalactites and stalagmites. The water was more gentle here, the sound of its flow a gentle murmur that echoed around the chamber, producing an pleasant ambience. However, there was no longer a main path, only a number of smaller tunnels that fed water into the lake. In addition, the water covered the entirety of the chamber floor, although at the edge it was extremely shallow. Rainbow, brave spelunker that she was (or imagined herself to be), didn’t hesitate to step into the water, finding that at the very edge it didn't even reach past Rainbow's hoof. She continued into the chamber, sticking to the lake’s edge, her hooves making soft splashes that were not quite drowned out by the sound of the river’s flow.

Rainbow shone her light down into the lake, and found that it was surprisingly dark. The water at the edges was quite clear, with Rainbow easily seeing the rock beneath, but the center was pitch-black, and she couldn't make anything out. Rainbow soon gave up trying, and turned towards one of the side passages that flowed into the lake. At least if she were near flowing water, she reasoned, she could follow it back to the entrance. She started walking towards the nearest passage, then halted upon realizing something - there was a sweet scent in the air. Sweet, and rich, like honey. Rainbow licked her lips subconsciously, looking around for the source... but she couldn't see anything except rock and water. Yet, the scent was growing subtly stronger.

She was interrupted in her search, however, by a cold feeling around her foreleg. She quickly looked down, and her light shone on a slimy, purple-grey tentacle wrapping around her leg. She gave a sharp cry of surprise and pulled her hoof back – only for the tentacle to release her leg and withdraw into the water, so forcefully that the motion sent waves across the entire lake.

Rainbow frowned. She was a little unnerved, and though she would never admit it, the darkness and lack of visibility made her a little on-edge. But she wasn't used to monsters just running away so suddenly, even from a tough pony like her. As she stared into the water, she could make out the tentacle – it was still close to her, and reaching out for her again, but slowly.

Rainbow watched as it grew closer, and it made no sudden moves. Instead it reached for her hoof and started to gently wrap around it – until Rainbow pulled her hoof away, and the tentacle yanked itself back into the water as though she'd stomped on it.

And then, to her surprise, Rainbow felt bad. This thing, whatever it was, was one of the shyest creatures she'd ever encountered, and just by reacting to it she'd intimidated it. Granted, monsters being afraid of her was how it was supposed to be. But she hadn't even done anything, it was just naturally shy... and it was hard for her to be tough around something like that.

Rainbow looked deeper into the lake, and her eyes followed the tentacle's length. It was long, reaching from deep within the lake to her, and accompanied by other tentacles as well. Although she couldn’t see it’s main body, she could tell that the thing was pretty big, and probably quite powerful, and yet... it was shy. Rainbow couldn't help but smile. The thought of such a creature being nervous was actually kind of adorable.

Distracted as she was, she jolted a little when she felt its cool touch on her hoof again. The tentacle didn't retract as quickly or as far this time when she moved, however, and as it approached again Rainbow kept herself still. It touched her hoof, and when she didn't resist, it slowly started coiling around her leg. Its touch was gentle, and sent a shiver through her – both because of its cool temperature, and because of the tingling feeling she got from the contact.

As the tentacle halted its progress and gently squeezed her leg, Rainbow noticed another tentacle emerging from the water, this one slightly less tapered and more blunt at the tip. She watched as this one went past her hoof, rubbing along her belly and causing Rainbow to giggle. “Hey, easy there.” The tentacle stopped as she twitched from laughter, but soon resumed its progress, gently caressing her as it moved down her barrel. As it went between her legs, Rainbow felt her marehood growing warmer – while exploring had taken her mind off her estrus, being touched like this was starting to get her hot and bothered. She shook her head, trying to clear it – on top of feeling horny, the scent she'd noticed earlier was getting stronger, and it was starting to get just a little intoxicating.

This isn't the time to get horny, she thought. I'm in a cave with a tentacle creature. This isn't some- But her thoughts were interrupted when the tip of the tentacle slid along her marehood, pushing against it and sending a rush of pleasure through her. “Hey!” Rainbow cried out, blushing and bucking her hips out of reflex. She turned her head to look at the offending limb. “Watch it back there!”

The tentacle drew back slightly, but it was only a second before it pushed against her pussy again, rubbing up and down and seemingly focused on her clit. Rainbow couldn't help but moan, her pussy growing damp and starting to wink as though a stallion was about to mount her. She tried to move again, but the only way her body responded was to was wiggle her hips, almost seductively. As if accepting an invitation, the tentacle pressed in again, harder – this time pushing its way into her wet tunnel.

Rainbow gasped sharply, unconsciously pushing her hips back into it, causing the tentacle to slide in even deeper. She let her head hang down, moaning softly, momentarily too overwhelmed with pleasure to do anything as the thing gently thrust in and out, growing bolder – until a moment later she felt something wet splash into her tunnel. She let out another cry, pulling herself forward and away, turning her body partway to face it. Did it just... cum in me? She frowned indignantly. She may have been turned on, she may have felt way too good just then – but no male came inside her without her explicit permission, and preferably after some hard rutting and a bit of teasing on her part first. She rubbed her pussy with her hoof – a little longer than she'd initially intended – before bringing her hoof up front again and looking down at it. While her hoof now glistened with fluid, if it was cum, she didn't recognize it. It was translucent and smelled sweetly - the same kind of scent that was filling the room.

Then she noticed that her marehood was actually getting warmer, more needy. Her breathing grew faster, causing her to take in even more of that sweet scent. As her body grew hotter, she noticed there was actually a slight breeze in the cavern that she hadn't noticed before. She looked towards the lake, and in the water she saw many other tentacles, slowly advancing towards her. And they all led to a dark, fleshy mass, taking up a good chunk of the lake. At the center, it breached the surface, and she could see it gently rising and falling, like it was breathing... or flooding the air with that scent, that Rainbow wanted more of...

Rainbow shook her head. Her mind was racing, and even in her addled state, she could see where this was going. The monster was drugging her somehow, through the air and through whatever it had injected into her pussy. It was going to get her so horny that she wouldn't resist, and then it would make her its fucktoy. And the worst part to Rainbow was that it was working. Already her pussy was throbbing with desire, with a sexual itch, with an emptiness that needed to be filled. And to be honest, she really wanted to let that thing pound her.

With all the willpower she had, she wrenched herself out of the tentacle's grasp – though it didn't take much strength, because once again the tentacles retreated back into the water at the first sign of resistance, making Rainbow feel less like she was escaping a tentacle monster and more like she was walking out on a date. Still, she wanted to escape... well, most of her wanted to escape. So she looked around, trying to find the tunnel the lake flowed into, that would lead to the entrance. But then she saw a purple glow from one of them – the exact shade of Twilight's magic. “Twilight!” Her voice came out as more of a moan than as a cry of help as she galloped towards the light.

“Rainbow?” Twilight's voice was calm, even as she came into view, stepping into the chamber and seeing Rainbow moving quickly towards her. Her horn was glowing with a gentle light, illuminating the chamber even better than Rainbow's headlamp could. Some of the light illuminated the dark, but clear water, giving Rainbow a glimpse of just how big the creature was. She couldn't even see the bottom of the lake with it's dark body in the way!

“Monster... tentacles... so horny...” Rainbow slowed to a stop, smacking her face with a hoof over her intoxicated choice of words. “I mean... it's making me... it's trying to rut me! And it's making me want it!” Rainbow frowned, blushing.

Twilight chuckled, blushing as well. “Rainbow, it's okay, there's nothing to be afraid of... this is actually how I was really going to deal with my estrus...” To Rainbow's surprise, Twilight continued walking into the lake, as tentacles gathered around her, rising up out of the water. She stopped, and made no move to resist while they curled around her, as they embraced her slowly, almost lovingly. Tentacles went to each of her legs and wrapped around them, and another pair twisted around her barrel before reaching out to gently stroke her wings. Still another coiled once around Twilight's neck before stroking her cheek, as she let out a sigh of delight.

Rainbow could do nothing but watch, stunned. The creature showed none of the shyness it had displayed with her... and Twilight had none of Rainbow's apprehension. “...Twilight?”

Twilight looked back at Rainbow, blushing even harder. “I... was hoping to keep this a secret, but you asked to come along, and it'd have been weird to refuse...”

Rainbow's eyes became drawn to one tentacle in particular as it circled around Twilight, and smoothly pushed itself into her pussy. Twilight let out a sharp moan as it entered her, her head snapping forward while she spread her legs slightly, not resisting at all as the tentacle started to slide in and out of her. The sight was enough to make Rainbow's own marehood throb with desire.

Rainbow stepped closer to Twilight, and as she did so she saw a small swell in the tentacle that was invading Twilight's pussy, traveling along its length towards the tip buried inside her, slowly growing larger – and as the bulge disappeared inside her, a small rush of fluids started leaking from her pussy, reminding Rainbow of when the creature had injected something into her. “Twilight, that... stuff...!”

Twilight looked back at Rainbow again, her tongue hanging out as she started panting, before she spoke, “Just a little something to get me in the mood... as if I don't want it already...” She giggled, giving Rainbow a sultry look. “Why, did he give you some too?”

Rainbow blushed. “Y-yeah...” She noticed another set of tentacles slowly working its way through the water towards her, almost languidly. “It's... making me feel weird...” In addition to getting more and more aroused, she also felt more... subdued. She got the feeling she should be more afraid than she was at the prospect of being gripped and ravished by a set of powerful tentacles. Even her indignation was fading away, the only thing keeping her back being her own pride. For now.

Twilight giggled again. “You can join us, you know... there's room for two...!” She let out an ecstatic moan, lowering her front to the ground as the creature continued to plow her, the penetrating tentacle's motions growing faster.

That was it for Rainbow. Clearly, Twilight wasn't afraid of this thing, and it would be shameful if Rainbow got cold hooves while Twilight stayed. She also didn't like the thought of walking out while Twilight of all ponies got laid - and from the sounds the bookworm was making, she was having an amazing time. And finally, Rainbow was horny as fuck.

She stepped forward, slowly, as another set of tentacles gathered around her. She shivered as they started to touch her, a tentacle coiling up each of her limbs, another wrapping around her barrel just in front of her wings. The tentacles holding her rear legs started to gently tug them apart – but so gently that her legs didn't budge. Almost like it was asking her for permission... and despite herself, Rainbow obliged, spreading her legs and looking eagerly at the tentacle that slid underneath her. She watched as it moved past her legs, then curved around to position itself at her entrance. Rainbow swayed her hips, biting her lip in nervous anticipation. “Come on, don't leave a mare waiting~!”

She was quickly answered as the tentacle plunged into her pussy. She let out a cry at the sudden rush of pleasure, her legs nearly buckling as it started to move in and out of her. It wasn't long before she felt that splash of liquid again, and her breathing grew faster, as wondered how horny the thing was going to make her. She felt more tentacles wrapping around her, one coiling around her barrel and brushing her wings, while another gripped her hips. A third circled around her, its tip vanishing out of view just before Rainbow felt pressure at her backdoor. She shivered as the cool, wet tentacle slid inside her ass, stretching her anus as it pushed and pulled, working its way deeper into her.

Yet another tentacle moved up to her face and brushed her lips with its tip; she smirked and licked her lips before opening her mouth to let it in. She moaned as the soft tendril filled her mouth. She licked at it, and in response it curled around her tongue, squeezing it in a way nopony's tongue had ever done. Rainbow let out a moan of pleasure that turned into a whimper of need as she felt one of the tentacles fill her ass with its fluid. A few moments later, her tongue was drenched in the stuff as well – it tasted sweet, not like any cum Rainbow had ever tasted, but by that point she didn't care what it was. She was growing even more needy, and if the stuff would make her feel even better, that was just fine with her!

Her eyes glanced to her side, towards Twilight, and saw her in a similar state – wrapped in tentacles, with one each inside her pussy, anus, and mouth... and from the look on her face, eyes unfocused, she was being fucked silly. Her moans, muffled by the tentacle in her mouth, were growing louder, and soon she started bucking her hips back into the tentacles plowing her from behind, her pussy winking like crazy.

Rainbow was snapped back to her own situation, as the tentacles in her own rear holes started pounding faster, alternating between in and out – promising to give her her own climax. Within a few seconds Rainbow started moaning uncontrollably, her pussy clamping down on the tentacle invading it as her entire body shook. She could do nothing but try and hold her ground as she came, her juices mixing with a fresh round of fluids that the creature was pumping into her.

As she came down from the rush, the tentacle in her mouth pulled out, allowing her to pant for breath... but the creature wasn't done with her. Giving her only a moment of rest, it started to piston its tentacles in and out of her pussy and ass again, making Rainbow moan in pleasure. The tentacles gripped her more tightly, lightly squeezing her and securing her in their grip. The tentacle gripping her chest and upper back pulled down, gently forcing her front down, just enough to angle her rump up but not enough to dunk her head in the water. Rainbow didn't resist, eager for more pleasure, eager for the tentacles to fuck her even more. With her rear enticingly raised up, the tentacles pushed in and out of her even deeper, each sliding deep into one of her tunnels before pulling nearly all the way out again. Rainbow's tongue hung out as she panted, her eyes growing unfocused, barely managing to follow the bulge in each tentacle as they moved towards their destinations, as another load of liquid made its way through the creature's body and into hers. Each spurt only increased her lust, and soon she came again, burying her muzzle in the water and screaming into the mud as she was overwhelmed by pleasure.

Her mind was starting to go blank from pleasure. She only partially registered the tentacles coiling further around her, binding her. Her wings were now pinned against her sides, underneath the creature's soft and wet flesh, and her legs were totally trapped in its grip. With ease it lifted her into the air and flipped her on her back – even if she wanted to resist, she couldn't have, but she had no desire to fight it. She wanted nothing more than for it to continue fucking her, over and over. Yet another tentacle wrapped itself around her head, holding it steady but also wrapping over her eyes, blinding her and leaving her unable to focus on anything other than how it was touching her all across her body. She whimpered with each new touch as even more tentacles gripped her body, whining in anticipation of where a new sensation would come from. Another tentacle forced its way into her mouth, again, moving far enough in to tease her throat while pouring more of its lust-inducing fluids into her, and she eagerly swallowed what it fed her. The tentacles fucking her ass and pussy were now pulling all the way out before plunging back in, sliding in with ease and giving her an ecstatic jolt each time she was penetrated. Rainbow came again almost immediately, mixed fluids leaking all across her rump, and the tentacles showed no sign of stopping.

She was distantly aware of Twilight screaming in pleasure, and Rainbow soon followed suit, letting out loud, husky moans. As the beast continued, she came again and again, completely unable and unwilling to control herself. She had never felt anything this intense, as the chemicals she'd absorbed made her more sensitive, more horny, and more willing. She started to squirm, unable to take it, but the feeling of so many strong, slimy tentacles rubbing against her body sent new waves of pleasure through her, making her cum yet again.

Finally, the creature seemed to relent, withdrawing its limbs from her holes, though it kept its grip on her. She felt herself being moved – but since she couldn't see an had lost all sense of direction during the rutting, she didn't know to where. “Don't tell me it's over...” she moaned, barely conscious of her words.

Twilight giggled, close to her. Her words were spoken between gasps for breath, but her voice was filled with desire. “That was just... foreplay to him, Dash... now for the real fun part~”

“Huh?” As Rainbow felt herself being pulled, there was a faint squelching sound below her – a moment later, she was released, only to find herself falling for a brief moment before landing on something soft and fleshy. Momentarily dazed, it took her a few seconds to look around her. At some point, her headlamp had fallen off – or perhaps had been taken off – but its light was nowhere to be seen. The air was slightly warmer, and the sweet scent she had forgotten about outside was far stronger here, mixed with something musky.

A moment later, Twilight was dropped next to her, and her horn still glowed with light, allowing Rainbow to see. She saw then that the two of them were now in some sort of fleshy chamber – inside the creature, she realized, feeling a rush of excitement at the idea. She could see an opening at the top, almost like a mouth, and she could see the walls of the creature's gullet expand and contract, pumping breathing in and out and keeping the air fresh. Then she felt movement under her, and looked down to see that she'd landed on a virtual carpet of tentacles, more than she could count.

“Woah,” Rainbow said, too dazed and horny to say more, before the tentacles enveloped both ponies. These tentacles were shorter than the ones outside the creature – but they felt just as amazing to Rainbow, as all her holes were invaded again. She let out a moan of pure need as she was filled again, as tentacles wrapped around her limbs and body and pulled her against the walls of the creature's gullet. The tendrils gently moved back and forth over her coat, caressing her body and wings, while the ones in her ass and vagina slowly moved in and out, languidly, as if just getting warmed up. Finally, the one in her mouth pressed against her tongue, as if kissing her – even as a new substance slowly leaked into her mouth, tasting sweet and rich, like nectar or honey. Rainbow couldn’t resist gulping it down before sucking on the tentacle's tip, eager for more even as the fluid slowly leaked into her mouth.

Rainbow glanced down to where the tentacles entered her pussy – in time to see a bulge in the tentacle press past her entrance to spurt its load into her. The feeling sent Rainbow over the edge again, her eyes rolling back in her head. She tried to buck her hips, unable to hold herself still, but she was too restrained to do anything but squirm pleasurably in the tentacles' embrace. When her eyes focused again, she was treated to the unmistakable sight of cum leaking from her cunt. The beast’s tentacles squeezed her firmly. It now had her completely helpless and at its mercy, and she knew on a primal level that it was going to take advantage of that to properly fuck her, to breed her.

The chamber started to grow dark as a tentacle wrapped around Twilight's horn. The alicorn let out a gasp of ecstasy as the tentacles holding her suddenly glowed a faint purple, and then her eyes glowed the same color. As Rainbow's mind started to go blank, she saw the tentacles around her glow as well, and felt magic reaching inside her, touching her soul. The magic started mixing with her own pony magic, power flowed into and out of her, and then – she was no longer Rainbow... or rather, no longer just Rainbow.

As the creature's magic touched, then merged with hers, so did its mind envelop and absorb hers. It was like she was a droplet of water, dropped into a full bucket – or maybe an entire lake. Everything it was – its thoughts, its memories, its soul – met and merged with hers, just like it had with Twilight's moments before. And now they – or it – could feel everything. It felt every touch from both sides: the rush of pleasure from Rainbow's and Twilight's bodies as its tentacles caressed every part of them, explored every hole, along with its own sensations from feeling them, filling each hole, and thoroughly fucking them. The two mares were a part of it now, and as their equine forms convulsed from orgasm after orgasm, its tentacles poured shot after shot of cum into them. And it felt every rush of pleasure that all three bodies experienced.

Nopony's mind could possibly have withstood that much pleasure without blacking out from sheer overload... at least, not a pony's mind on its own. But now, Rainbow and Twilight were a part of the creature, and now it could share with them the full intensity of their mating.

And it knew that Twilight and Rainbow would not be expected back home for a week, and it intended to use every bit of that time, enjoying every inch of their bodies. With its tentacles feeding them its nectar, it could sustain their bodies while it filled their wombs with cum, over and over... until all its seed was safely inside their wombs and then it was fucking them just to make love to them. All the while, it basked in the feeling of completeness.

Twilight had previously found out how that felt, and now Rainbow would too. They were a part of it now. They were together. And they couldn't be happier.

As the creature settled into the lake with its mates, with only the entrance to its gullet above water so-as to provide its mates with air, Rainbow’s headlamp lay in the shallows, forgotten. Its light dimmed and went out long, long before they were finished.

~

“Uuuggh…” Rainbow let out a moan of exhaustion that could easily have been mistaken for a zombie’s groan. The mental link was gone, and she was herself again - and being carefully carried out of the creature’s gullet by some of its tentacles. She was tired, she was hungry, she felt filthy from sweat, slime, and cum, and any hole big enough to slide a tentacle into was sore… but she was riding an afterglow like nothing she’d felt before.

The creature gently set her upright in the shallows, holding her in place. She wobbled slightly, as the tentacles gently tried to steady her, before she was able to stand straight and the tentacles eased their grip - though they continued to touch her, gently caressing and embracing her. Rainbow turned her head as one brushed her cheek, nuzzling into it and letting out a happy squeak.

Nearby, Twilight lit up her horn, illuminating the chamber again and allowing Rainbow to see. Twilight also had a few tentacles still around her, holding her. She let out a long moan of satisfaction, before giggling lightly. Her breathing was still heavy, and she panted for a bit before looking over at Rainbow and grinning. “So… how was it?”

“Best rutting ever!” Rainbow grinned at Twilight in return, a giddy, loopy grin. Her head was still swimming a little, and she wanted nothing more than to curl up and go to sleep, preferably in the creature’s soft embrace. “...You should have told me about this, though. I mean, I’m totally happy with how things went, but still… I mean, you’ve fucked it before, right?”

Twilight blushed. “Y-yeah… I went into the Everfree a few months back, exploring, and I wound up in that cave... “ She giggled, before smiling. “It was amazing, though it wasn’t quite as long. I knew afterwards that I had to go back and be with him when I went into heat…” Twilight sighed. “Anyway, I… I hadn’t really planned on you getting involved. I was hoping to just come out here by myself, but like I said… at least I think I said… it would have been weird if I refused… and you might have followed me anyway.” She shook her head. “Anyway, once you came out here with me, I was planning on going and letting him rut me during the day, while you were out flying or whatever, before meeting back at our camp at sunset. I figured I’d make ‘creature-watching’ sound so boring you wouldn’t want to join in, and leave me alone while you entertained yourself.” She chuckled nervously. “...It wasn’t a very good plan, I admit. But I was in heat, and I couldn’t think about anything other than being swept up in those tentacles and taken, over and over…” She cleared her throat. “Uh… out of curiosity how did you find him?”

Rainbow shrugged. “Woke up, couldn’t get back to sleep, decided to go exploring in the cave…”

Twilight rolled her eyes. “I should have expected something like that.”

Rainbow snickered, then frowned. “...How did you know I was there? You showed up right as it… he was getting frisky and you didn’t seem surprised to see me.”

Twilight smirked. “Well… that mental merge has some long-term effects. I can sense what he’s feeling, to some extent, and even communicate a little. You can too, if you pay attention.”

Rainbow frowned some more, then closed her eyes, trying to figure out what Twilight meant. To her surprise, she could feelsomething outside of her body… as though the creature’s senses sent information to her as well. She hadn’t noticed it because he felt just as she felt - tired, but satisfied and happy. Rainbow couldn’t help but blush.

“That… ‘bond’ was something. I guess if you’d told me about that I wouldn’t have gone for it, but… I’ve never felt so good. Or so warm…” She smiled, blushing still. While in that state, she - they, really - had felt more than just pleasure. The creature’s memories and feelings were a part of her too… memories of times long past, and long years with no company either of its own kind or of ponies. He was lonely, and that was a feeling Rainbow wasn’t used to. But at the same time, when she and Twilight were with him, he felt warmth and affection for them. He felt complete, and shared that feeling with them. “...I’ve never felt that much love at once. Like… being in love with someone and feeling them being in love with me…”

Twilight giggled. “It’s a wonderful feeling. But don’t get drunk on it, or on the sex. He’s got to rest now.”

Sure enough, the creature had already sunk below the lake’s surface, leaving only a few tentacles trailing out from the water. Though they still held Rainbow and Twilight, they were losing strength, now hanging on rather than holding them. Twilight smiled and lifted up a hoof around which the tip of a tentacle was wrapped. She gave it a gentle kiss, before lowering her hoof as the tentacles started to retreat into the water as well.

Rainbow glanced towards the tunnel into which the lake’s water flowed, leading to the entrance. “How long where we… you know, in there?”

Twilight shrugged. “I’m not sure. Hopefully a week, he knew I could only be gone for that long. But… since he can’t see or hear, and spends most of his time underground he doesn’t have a good concept of how time works for ponies.” She giggled. “We should probably pack up and head back to Ponyville as soon as we rest up.”

Rainbow smirked, then felt her rear with a hoof, become aware of the monster cum splattered all over her rear. Most of it had dried, but not all of it “...Can we take a bath first?” While her attention was on her nethers, she suddenly came to a realization. As her eyes widened, she looked back at Twilight. “Wait… I don’t feel like I’m in heat anymore… am I pregnant now?!”

Twilight looked at Rainbow, then looked back at her flank and abdomen. “...I guess so.”

Rainbow let out a growl of indignation. “This is going to make it hard to fly with the Wonderbolts…” She scowled for a long moment, before smirking. “Hey, what do you think our foals will be like? Will they be some kind of tentacle pony?”

Twilight frowned. “...I’m not sure. I’m sure he knows, though, let me ask him…”

“While you do that, I’m going to wash myself off…” Rainbow turned and cantered into the water, quickly going deep enough to submerge her completely. As she twisted around in the water, rubbing herself with her hooves to wash off, she noticed one of the creature’s tentacles reaching towards her. She halted, and the tentacle reached down to her rear, stroking the area around her marehood and helped her wipe herself off. Rainbow couldn’t help but smile.

After she was done washing, she trotted out into the water and shook herself, before grinning at Twilight. “So, when can we come back?”

Author's Note

It was when I was reading through this again while editing, just before the mind-meld section, that it occurred to me: "This is probably one of the weirder tentacle fics out there..."

Still, I hope you enjoyed it. It was fun to write... and it was fun to get the inspiration for, too. :twilightblush: In seriousness though, it's rare that I'm so strongly compelled to write something... and it's fun just to let my own drive to write carry me along. Also, the last time I got this kind of inspiration, it turned into my most popular fic here, so I was happy to get that muse again.

I may also write more chapters in the future - Phantim has a lot of material to draw from, and there are a lot of eligible mares in Ponyville~

Taking a Chance - Fluttershy

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!