Three o'Clock Critter

by Twigai

Rating: mature
Tags: Slice of Life, Sex, My Little Pony: Friendship is Magic, Fluttershy, Fetish, Rarity
Length: 10353

On a young Thursday afternoon, a certain daffodil pegasus stares quizzically at a 'closed' sign written in fine script upon the door to the Carousel Boutique. What awaits is uncertain, but the incorrigible matron of the house has a sensuous plan.

(Featured on Fimfiction 7/28 - 7/30, Bronycon 2018! Thanks so much!)

On a young Thursday afternoon, a certain daffodil pegasus stares quizzically at a 'closed' sign written in fine script upon the door to the Carousel Boutique. What awaits is uncertain, but the incorrigible matron of the house has a sensuous plan.

One should be able to ask one's true friends for help with anything, should they not?

(Note: This story contains explicit sexual content, pet play, and a futanari Fluttershy. If this sort of interaction is not your cup of tea, consider moving on.)

Art by: CalicoPikachu
(Image appears with permission from the artist.)

Published 2018-07-28 16:00:01 UTC
Last updated 2018-07-28 16:00:01 UTC

Closed for Heat

Closed.

That’s what the sign said.

Fluttershy tilted her head at the posterboard declaration quizzically, as if expecting it to explain itself. It was a well-used sign and scuffed around the edges, but the fact that it was hanging on the inside of the door preserved it from the weather and ensured a long life. It was written in script more eloquent than anything she was capable of producing with a marker in her mouth, but this was Rarity’s boutique, and it was no secret that unicorns had a bit of an advantage with regards to finer tasks such as knitting, writing, and making use of utensils at the dinner table. Fluttershy had a lovely set of flatware at home, but she rarely broke it out unless her guests were of the horned variety.

It was Thursday; the sun was high, ponies were about, and the afternoon was young. It was not unheard of for the Carousel Boutique to be closed at such a time - Rarity did have a life after all, and the home branch of her business was a one-mare operation. Fluttershy had been specifically summoned however, and she thought that at most she might encounter a sign reading ‘back in five minutes,’ or ‘off to tea’. ‘Closed’ was a harsh word no matter how pretty the calligraphy used to produce it, and the drapes were drawn to boot.

Worry passed over the brow of the local fauna’s favorite pegasus. Rarity had a flair for the dramatic to say the least, and the idea that she might be lying on a couch with her mascara running as she put on five pounds via a gallon of Rocky Road spurred Fluttershy to action. Her daffodil hoof came down on the door three times with a characteristic softness that most ponies were unlikely to hear.

“R-Rarity?” Fluttershy called, her voice likely carrying no farther than her knock. “Hello? Are you home? Did I miss you?”

At first there was no answer, but upon a repeat of her task, Fluttershy finally garnered a muffled, distracted response.

“Mm…? Fluttershy dear? O-oh...oh yes! I-it’s open! Do come in!”

Curious as to her friend’s tone, Fluttershy pressed on the bottom half of the divided door to ensure the entire portal would give way, and let herself in. To her relief the boutique was not in a state of emotional disaster, but it was somewhat dark from the the dutiful work of the window blinds. Chairs, sofas, and tables sat in all the places she remembered them from her last visit a week ago, when she had come to have a cozy altered for her beloved yet testy rabbit, Angel. The mannequins and their displays were still wearing the latest autumn fashions a season in advance, and the dressing podium, with all its mirrors, seemed ready for duty. Fluttershy nodded approvingly, having always found it clever for the matron of the establishment to make her clientele feel at home.

From the kitchen came a clinking of dishes, and on the heels of the sound an expected voice. “Make yourself at home dear, can I offer you some tea?”

Fluttershy did as she was told and found a seat upon a lavish couch with a coffee table before it. She wasn’t thirsty - in point of fact, she had enjoyed a cup just before departing from her cottage. But refusing the hospitality of a host was far too assertive. “O-oh yes, thank you. Is everything...okay?”

“Okay?” Rarity’s voice giggled out the word strangely. “Wh-whyever would everything not be okay, darling?”

Fluttershy glanced at the walls. “Well, it’s a wonderful day out, but your windows are closed and blinded, and there was a closed sign on the door…”

“Oh psh!” Rarity quipped. “You know how it is. It’s just me here after all, I can’t exactly be open every single day, now can I.”

Fluttershy glanced around the room. The darkness was slight, but the afternoon had been so bright that her eyes were still trying to adjust. “...no, I guess not…”

Rarity emerged from the kitchen, balancing a small tea tray on her hoof. Her horn was silent, and her mane rather frizzy. Fluttershy might have thought nothing of the mane had it belonged to any other pony, but on Rarity, even a few mussed ends was downright shocking. The pegasus thought to inquire again, but knowing the answer would be the same, she decided to try a different angle.

“Gee, it’s awfully quiet in here today, is Sweetie Belle not at home?”

Rarity rarely ever carried what she could levitate, but she sat the tray down manually and then proceeded to ignore it as she rested herself upon the couch. “Oh, she’s having some manner of club activity with her friends, so they’re staying in their clubhouse for the weekend.” She spun her hoof and shrugged, “She went a day early. You know how those fillies can be when they’re excited.”

Fluttershy raised a brow and didn’t ask about the tea. “They’re staying at the farm for the entire weekend? That’s very nice of the Apples to do.”

“Is it?” Rarity coughed lightly, “O-oh well, I suppose it is, isn’t it! It’s not as though Applejack owes me a favor or anything, nothing of the sort!”

“O...kay,” Fluttershy nodded haltingly. “Are you sure you’re o--”

“And how are you dear? How’s your…” Rarity nodded once, a bit too deeply, “...your...you know?”

“My what?” Fluttershy followed her friend’s gaze to the floor, “my mice? Mister mouse scurries along just like ever, he’s fine. Though he did have a cold last week, the poor thing.”

Rarity cleared her throat, “No dear, that’s not what I’m referring to.” She nodded again, this time craning her next towards her friend. “Your little...accident, per se.”

“Oh? O-ohhhhh…” Finally catching on, Fluttershy blushed and moved her hips together on the couch. “W-well it...um...y-you know, Twilight she...she’s looking into it, but, I mean I’m not injured or anything and she’s a really busy pony, being a princess and all, so...um…I don’t want to be a bother...”

Rarity’s eyes were in a place that some ponies might have found impolite. “How precisely did that happen again dear?”

Feeling her friend’s cerulean gaze on her, Fluttershy shifted in her seat and took a turn clearing her throat. “Well, you remember how we made a deal with the E.E.A. after that whole mess with the friendship school? We agreed to teach at least a few core curriculum classes to go with the friendship lessons...so we were in chemistry class, and w-well, I’m not very good at chemistry.” Fluttershy faltered, “You were there, uh...haven’t you heard this before?”

“Refresh me darling,” Rarity said distractedly.

Fluttershy was twiddling her primaries and rambling. “Yona accidentally mixed up something that I thought the book said was one of those love poisons, but it wasn’t, but I didn’t know that, so I tried to pour it out, but it was an open visit day so Prince Rutherford and some of his entourage were there, and I told them not to worry, and I got the tongs out to pick it up, but then the yaks smashed everything, a-and…” she took a breath, “...and it got all over me.”

Rarity waggled a hoof in her friend’s direction. “And then you...grew that…ahem.”

“Uh...uh huh,” Fluttershy nodded sheepishly.

Rarity’s gaze hadn’t wavered, but her posture had dipped into lying on her stomach. “I must say dear, I’m proud of you. I think most mares would be quite apprehensive about walking around so...out of sorts, like that. But you’re handling it admirably.”

“E-everypony understands what happened, that it was an accident,” Fluttershy offered by way of hasty explanation. “A-and it’s not...you know, big or anything so...i-if I keep my tail down nopony will even notice, probably…”

Rarity said nothing, but Fluttershy was quite certain that the unicorn’s eyes would soon dry out from lack of blinking.

“I-is there something on my face?”

“Am I looking at your face, dear?” Rarity said absently without looking up. “I’m not certain what your estimation of ‘big’ is, but...I’d really rather beg to differ, if I may be so bold.”

“What?”

Fluttershy glanced down at herself. There, staring back up at her, was the bulbous flare that marked the tip of the veiny, mottled girth that had only come to exist on her body due to an as-yet unsolved chemical mishap. It was perhaps not the largest specimen of its kind, but she wasn’t a particularly large pony, and it was extended fully out of the fuzzy yellow sheath between her hind legs. Looking straight down at it, there was enough length for her to effectively boop herself in the snout, and this elicited a yelp of surprise. “What...why…??”

Rarity had a soft smile on her lips. She propped her chin up on her forelegs and seemed settled, but her tail occasionally jerked behind her. “It’s...probably me, darling. And since my suspicions are now confirmed that your…’attachment’, shall we say, has the same effect on your sensibilities as does that of a stallion, I suspect that you already noticed, even if you didn’t notice that you noticed.”

Fluttershy was staring at her erection in mortification, her forehooves dancing around it as though something radioactive had been dropped in her lap. She paused to sniff the air...and noticed a certain odor. It had an attractiveness to it that was as impossible to put into words as an orgasm. It occurred to her that it had been there the entire time, but her conscious mind hadn’t bothered to alert her to it. It was simply there, like the expectation of warmth and coziness under quilts on a chilly day. She took another whiff, and found herself shuddering. “...that...is that the smell of your…?”

“Mmhmm,” Rarity hummed.

Fluttershy seemed flummoxed. “But...but it shouldn’t be so...why is it so...strong…?”

Rarity could only shrug. “I doubt it’s any stronger than ever it has been dear. What’s changed is you.” She gestured to herself. “We mares can detect it, but we’re not exactly biologically predisposed to be affected by it.”

Fluttershy grabbed a pillow and pinned her girth under it. This made her jump with reaction, but she managed to stammer out words. “I-I’m sorry, I didn’t mean to just...just right here like this…”

“There’s nothing to be ashamed of darling. It’s a natural reaction. It happens to stallions all the time even out in public, as I’m sure you’ve noticed.”

“B-but...but those are stallions,” Fluttershy observed. “They can’t help it...a-and it’s not like they’re just going to...you know, just do something about it right there on the spot…”

“Apparently you can’t help it now either,” Rarity replied. “But who insinuated anything about ‘doing something’ about it?”

Fluttershy felt her cheeks torch. She squirmed behind the pillow until it was covering everything from her hips to her chin. “I...w-wasn’t suggesting that I was gonna...was thinking about…”

Rarity’s tail was still flicking absently. Fluttershy was familiar with the gesture from her own experience with heat - it was a natural desire for an aroused mare to flick her tail. It was a controllable impulse, but Rarity didn’t seem to be interested in curtailing it. The fashionista sat back up and placed a hoof on Fluttershy’s shoulder gently.

“Are you thinking about it, dear?”

Fluttershy didn’t answer the question directly. She glanced down again at the pillow, which occasionally twitched with the pressure it was putting against her. “I...i-it’s just...I don’t know how stallions deal with these things...they rub up against stuff all the time, and if you even catch a whiff of mare...uh--”

“--your body wants to mate with it,” Rarity finished the thought.

“...uh-huh.”

Rarity was gently petting her friend’s shoulder. “Perhaps I’m being incorrigible dear, but that’s the very reason why you’re here. I should have told you, but I was worried if I did you might have been too nervous to show up.”

Fluttershy shrank. “You want to...with me?”

Rarity sighed gently, her lashes batting. “I’ll tell you a secret, darling. I may look the part of a well-rounded mare, and I love my business and my passion for creating almost as much as I do my family and friends, but the truth is, I’m not as wordly as I seem. I’ve never exactly...been with anypony before.”

Fluttershy’s embarrassment was derailed by surprise. “Wait...never? As in never, never?”

“There, I’ve admitted it to somepony,” Rarity chuckled. “I’ve never, how shall we say, died in anypony’s forelegs, though there have been moments where it almost happened.” She patted below her stomach, “I use artificial means, but I suppose my body wouldn’t know the difference. The truth is dear, my estrus cycles are...rather more intense than the average mare. I prefer to be alone during them because I’m not sure what I might be liable to do.”

Fluttershy felt a curious confidence settle over her. “Gee, even I’ve, you know...done it once.”

“Oh?”

“It was a long time ago, a-and it was just a thing,” the pegasus explained. “Like...ships in the night, all that.”

“Were you in heat, dear?”

“...o-of course…” Fluttershy meeped.

“And because it was all right there in front of you, you took it, didn’t you. Heat pushed you to that.”

“...yes.”

Rarity let out another reassuring chuckle. “It would seem you’re one up on me then, but you understand what I mean. Now multiply that by ten, or even a hundred, and you get the certain percentage of mares who go into what some magazines call ‘hard’ heat.”

“...how do you stand it?”

“That’s why I lock myself away,” Rarity explained. “I’ve always wanted my career to come first, and I don’t know what I would do if I were out on the town in standing heat.”

Fluttershy’s voice dipped to the threshold of audibility. “...then why have me over?”

Rarity drew close. Her volume dropped to a whisper, and Fluttershy’s ear twitched when she felt the unicorn’s breath on it. “I believe we touched on that already. Call it a hunch darling, but having not grown up with that extra toy of yours down there like a stallion, I thought you might be having some trouble. That, and I just...I’ve been doing this since my very first cycle dear, and I can’t stand it anymore. I want to share it with somepony, and...you’re my very good friend. I thought we could, perchance, help one another.”

Fluttershy said nothing.

“...am I wrong?”

Still there was no response. Fluttershy was staring down at the pillow, which she had clutched under both her crossed forelegs. She swallowed hard enough that Rarity could see it, but persisted in her lack of reply.

“If I’ve done the wrong thing Fluttershy,” Rarity went on, “you can certainly go. I won’t stop you, and I promise it will be like this never happened. You have my word on that.”

Fluttershy hesitated a long time. Then she spoke.

“I...I’ll stay.”

Rarity ran her hoof through Fluttershy’s mane, keeping close enough to raise goosebumps under the pegasus’s coat from mere breath upon it. “There’s another reason I wanted it to be you. Do you remember that trip we all took to Canterlot a few months ago? The dinner party?”

Fluttershy’s ear flicked, and her breathing began to deepen. “...yes?”

“I may indeed be an incorrigible pony,” Rarity went on, “but I got up through the night to use the restroom, and found myself out in the hallway, because the rooms in that quarter of the palace didn’t have their own facilities. There was a door open a crack, and I heard a familiar voice at a whisper. Your voice.”

Fluttershy stiffened, her eyes widening but never moving from her lap. “You...you heard that?”

“Heard it, and saw it,” Rarity admitted. “I’m sorry dear, but once I knew what you were doing in front of that mirror, I couldn’t help myself. Your way with words in the heat of the moment is very impressive. I could scarce believe myself.”

“I...that’s how I deal with my heat,” Fluttershy admitted. “There’s nopony around so, I...I make up things in my head. And I like to hear them out loud.”

“You’re very good at it,” Rarity cooed, her muzzle practically brushing Fluttershy’s cheek. “I wasn’t even cycling at the time, but when I went back to my room I just...had to calm myself down,” she blushed, “and so I did. You have the perfect voice for such things, and your eyes, that natural bedroomy look they have to them...I could see anypony getting caught up easily in them if you put them to good use.”

Fluttershy’s eyes lidded, as if on cue. Her labored breathing became shallow, and she let out a grunt when Rarity finally put her hoof on the pillow and applied some pressure.

“Have you played with this yet?” The unicorn asked brazenly.

“Uh-huh…”

Rarity’s touch over the pillow became a stroke. Fluttershy’s tail was pinned, but she could feel it twitching against the couch behind her. Eventually, Rarity moved her hoof to the top of the pillow and made to brush it away. Fluttershy gave no complaint, and with a cottony poof, the pillow bounced uselessly to the floor. Rarity’s hoof touched home, and the pegasus arched her neck, turning her face towards the ceiling.

“O-ohh…”

“Shhh,” Rarity whispered, her hoof continuing its stroke over the new, fleshy surface. “You’re tense darling. Relax yourself. It’s just you and me here, and nopony else will be coming by today. I want you to be comfortable, so I can know what you’re really like in the moment. That pegasus in the mirror that one night in Canterlot was sensual and bold. I wonder if she’s still there inside you.”

Fluttershy was chewing her bottom lip. “Nnnh...st-stallions might be used to it but t-to me...i-it’s like there’s a mare in heat hiding in e-every crowd all the time…”

“I bet that’s frustrating.”

“U-uh-huh…”

As Rarity spoke, she gently maneuvered her guest into a new position. When she was finished, Fluttershy was lying on her back, her head propped up by the arm of the couch and her hind legs spread out before her host. Rarity kept up the slow but firm stroke over Fluttershy’s length, but her added her other hoof; this one teasing about the soft, yet rapidly tightening sack resting between the thighs of the pegasus.

“Silicone facsimilies never do the real thing justice,” Rarity commented. “They’re so warm, and plump, and...mmm, so heavy…”

Fluttershy’s forelegs were bent before her in a helpless praying mantis gesture. She nodded weakly, her eyes reflecting a swimming image of the Carousel Boutique’s ceiling. Rarity shifted somewhere out of her line of sight, and the pegasus squirmed when she felt the breath again - this time someplace far more sensitive.

“I wonder what it’s like, being a mare and going into heat when you have one of these,” Rarity mused from below. “The ultimate confusion of nature, I suppose.”

Fluttershy nodded again. “I-it happened, and...and I couldn’t stop playing with myself...I think that’s all I did for almost a day and a half...i-it just wouldn’t go away…”

Rarity’s muzzle brushed the spot just under the base of Fluttershy’s flare, causing the mare’s spire to twitch up and bounce back, whapping her gently between the eyes. Rarity giggled and planted a light kiss upon the spot that had struck her. “You know, when I said it’s almost happened before, I mean actual intercourse. I have done...certain things, before. And there was one I recall being told I have a particular skill with.”

The unicorn hostess placed one hoof on her friend’s erection and mashed it hard into her yellow tummy until Fluttershy squealed. Rarity let it up slowly, happy to see the single drop of clear fluid resting at its cleft tip. She touched her lips to the spot and slurped up the dollup, barely opening her mouth as she did so, and then paused to speak once again.

“I’m glad you stayed, my darling Fluttershy. I hope you’ll show me everything you’ve got hiding in your imagination.”

With that, snowy white lips parted around a ray of mottled sunshine and Rarity welcomed the throbbing flare into her mouth. There was a sharp slapping noise, and she peered up to find one of Fluttershy’s forehooves against the back of the sofa. The leg was stiff, and so was Fluttershy’s back, as she curled it into an arc to push more of her hips towards the wet hole before them.

“Mmgf…’tho eager…” Rarity managed to say with her mouth full. She pursed tightly around the tip of her partner’s flare and made a seal from which she drew deeply, taking in another few drops of Fluttershy’s attempts to lubricate her.

“Ah...R-rar...hahh…”

Rarity felt warmth in her horn. She had brought the tea tray in manually for a reason - unicorns with overactive heat cycles were also often lacking in control with regards to their magic. She didn’t want to accidentally destroy her tea set or fill Fluttershy’s lap with scalding water, but such concerns were now far beyond her. She slid down her friend’s shaft with infuriating slowness, a staying hoof on Fluttershy’s tummy to control the eager mare’s attempts to choke her with thrusting, and ran her tongue over every vein cast in raised relief over the cylindrical surface. Fluttershy’s natural scent was present, but there was something else - a certain muskiness that mixed with the scent of femininity and generated something that Rarity could only describe to herself as the perfect amalgam of male and female. When the tip of her muzzle finally came in contact with a field of yellow fur, she inhaled deeply, washing her lungs with the new and erotic odor. The sensation ran down her spine and raised the white hairs all along it, stiffening her until her tail was sticking straight out and high.

Fluttershy made several attempts to form words, but nothing coherent came to her. She was as much an adult mare as any other and thus sexual stimulation was no stranger to her, but the stiffness and the desire to inject rather than receive were concepts too foreign, that her brain hadn’t but a scant fortnight to get used to. Moreover, she had only ever touched the spire with her hooves - she owned no toys intended for stallions, was always alone, and had yet to experiment with licking it, despite the reach of her muzzle. It was like having an orgasmic reaction to a touch on the shoulder or the neck - too much to process from an unexpected source. She couldn’t stop her hips from their vain attempts to buck against the hoof that pinned her down, and every tiny flick of the writhing wetness all around her new appendage drew a feral whinny from her that most properly civilized ponies would be embarrassed by. She tried to focus her eyes, but there was nothing beyond the swirling colors of the boutique’s ceiling to add to her euphoria.

Beneath her back, Fluttershy could feel the traditional weakness of a horny pegasus - wings, fighting and then winning their struggle to fan out to their full spread against her will. They did so, erecting in their own way, until her primaries were stiffly extended and of no use for flight. Those in the know would recognize it even more easily than the twitching of a penis from underneath a stallion, and in that way she was even more vulnerable than they. With the sounds of slurping bringing a twitch to her ears, she panted like the animal she was, separated from her beloved critters only by a modicum of higher reasoning and spoken language.

Something was welling up within her, churning and swelling from her testicles like the imminent blast of a cannon. Her instinct was to let it fly - to bathe her partners throat, face, or anything else that was presented in a gooey mess - but she bit her lip and fought back against the precipice. Rarity must have noticed, because she paused in her ministrations and glanced up, penis still in her mouth, puzzlement on her face.

“...mmf?”

Fluttershy’s chest was rising and falling as though she had just flown in a high-speed race. She flailed a foreleg upon the floor, found the pillow, wrapped it up, and brought it to bear under her head, propping herself up further so that she could get a look into the eyes of her benefactor. Her face was flushed, and there was a soft, sensual grin there - a look in her turquoise eyes that was so unexpected to Rarity that the unicorn found herself transfixed by it. Wide from apprehension, Rarity tried to look at each yellow forehoof that came in to touch either of her temples without moving her head.

“Mmmn…” Fluttershy cooed, “...move your hoof please…”

Rarity only batted her colored eyelids and flicked her tail, trying to make sense of the sudden change in demeanor. One of Fluttershy’s hooves began to gently stroke the side of her head, and the pegasus again thrusted her hips against the resistance that held them down.

“Come on,” Fluttershy urged, “...be a good filly...move your hoof for me…”

Rarity’s blush was constant now, and the low lighting did nothing to make it invisible on her white coat. She didn’t move her hoof, but relaxed her foreleg gradually until Fluttershy’s tummy began to overwhelm her resistance. Fluttershy’s grip on the unicorn’s head tightened, and Rarity whimpered as the yellow spire slid deeper into her, now no longer under her control.

Fluttershy’s smile was like those she used on her critters whilst bathing them. “There...good filly…” she began to draw Rarity’s head back down. “...now, down...come on…”

Allured and bewildered by the change in her partner, Rarity allowed herself to be pulled back down until her muzzle touched her friend’s sunny tummy once again. When she made contact, Fluttershy sat up further and wrapped her forelegs around the back of Rarity’s head, locking her in place. The unicorn had just taken her partner to the hilt several times, but she had been in control then, and these were quicker strokes. With her mouth and throat now completely filled with elegant stallionhood and kept that way, Rarity gave in to a few defeated gagging noises.

Fluttershy, of all things, giggled. “Aw, you’re really cute like that Rarity. Do you want me to let you up?”

Fluttershy’s hips began to move. The movements were slight, but the speed and duration were again totally out of the unicorn’s control. Rarity grunted and slurped, for they were the only sounds she could make.

“Critter got your tongue?” Fluttershy said sweetly. “It feels kinda funny huh, not being able to talk when I can.”

“...mm...mmhmm--”

Rarity gagged again. Fluttershy shushed her, but kept up the slow thrusting.

“You can do it...breathe through your nose and just relax, okay?”

Rarity murmured her assent.

“So you invited me over today just because you wanted my penis?”

“Mmhm…”

“Do you like having it deep down inside you, making you all quiet and behaved?”

Rarity twitched. “M-mmhmm…”

“Do you want me to let you up?” Fluttershy repeated.

Rarity paused, and then finally: “...uh-uh…”

With an approving smile, Fluttershy pushed Rarity down as far as she would go once again, this time squeezing until the unicorn was forced to arch and straighten her neck to accommodate. She held her there for almost a minute without any thrusting, the only movement her throbbing erection within.

“Don’t forget your tongue sweetie,” Fluttershy whispered. “If you want me to put it in your pussy later, you need to show me how much you appreciate it.”

Rarity’s ear twitched again. Beneath her arousal she was no less than astonished by this turn of events - never before had she expected such forwardness or language from her friend, and Fluttershy had never been one to take control of a situation. She wondered just how needy the pegasus really was, and how far that desire could truly push her.

Fluttershy let out another giggle as she casually observed the hairs rising in a not-so-subtle line down Rarity’s spine. The unicorn’s tongue wrapped itself around its visitor and proceeded to welcome her inside with a series of slow twirls, favoring in particular any spot that made the pegasus twitch.

“Mmh...oh, you’re not bad at this,” Fluttershy commented, “but I think you could be better with some training. I couldn’t have helped you with that before, but I certainly can now.” She left her cryptic comments at that, and fell into a series of small cooes as she enjoyed the attentions from her captured prey. Eventually her grip on Rarity’s head relaxed, but only enough to continue the thrusting without completely choking her.

Fluttershy quickened her pace. “...nnh...oh...I-I bet you’d like me to put this somewhere else before...mmmnh…”

Rarity whimpered a sound that could only be a ‘yes’. She kept to her job as a static fuckable hole, but her brows turned up in an adorable plead, silently encouraging her partner not to let it go this way.

Fluttershy’s wings were out again - a sign that she was close. She let out a hard breath and managed to look down at her toy, though her neck was as stiff as the rest of her. Noticing Rarity’s distress, she muttered, “...nnh...mmh...d-don’t worry...th-there’s s-something...ahh...you d-don’t know…” she kicked lightly at Rarity’s flank with one hind leg, “...t-touch yourself...I know you want to...hahh…”

Rarity’s hoof was between her legs instantly.

“T-tail…”

Rarity blinked in confusion, until Fluttershy nodded at the myriad mirrors arranged throughout the room. There was one that provided the pegasus with a perfect view of her lover’s rump from behind, and though Rarity could not see it herself, she knew it was there. With a whine as her hoof made contact with her button, the unicorn raised her curly tail and gave Fluttershy a clear view of her weeping sex.

“Mmh...g-good…” Fluttershy encouraged. “Y-you don’t know...I-I came a w-whole...ahh..whole bunch of times e-every time I touched this thing...I asked Twilight why...sh-she said it’s p-probably because…nnmmhh...m-my brain still has orgasms l-like a mare...so--OH!”

Fluttershy never finished the sentence. Instinct hit, but instead of forcing herself inside her partner as far as she could go, she held Rarity’s head still and backed entirely out. The instant she cleared the threshold of Rarity’s muzzle, she exploded with release, coating the unicorn’s elegant features in a layer of sticky warmth that would take some work to wash out of her fur. A second blast followed the first, forcing one of Rarity’s eyes shut, but Fluttershy managed to delay the third by a few precious seconds as she angled the unicorn’s face to prepare for it.

“...g-get some in your mouth sweetie…”

With no hesitation Rarity opened wide and allowed a third burst of equal measure to bathe her tongue, until rivulets began to drip down her chin and neck. When the twitching penis finally ran dry, Fluttershy touched the bottom of Rarity’s chin and pushed her jaw shut.

“Mmmh...hold it in, no swallowing.”

Rarity glanced into one of the mirrors. Her cheeks were puffed out and her face was a mess of matted furry streaks, with some blotches as far up as the base of her mane and even a bit on one ear. She tilted her head at her own reflection, seeing only herself and the twitching penis she had been servicing in it, and wondered how many denizens of Manehattan or Canterlot had ever pictured her this way when she strutted past them in her finest couture. She hadn’t long to contemplate, for a yellow hoof soon touched her cheek and encouraged her to turn her attention back to her Lady of the moment.

Fluttershy had re-positioned herself - her face was so close, Rarity started when their snouts nearly touched. It was all the unicorn could do to bring Fluttershy’s face into focus well enough to see two eyes instead of one, but the expression on her face was no easier to comprehend. Her soft smile was as syrupy sweet as always, but her countenance was as a wizened mother guiding her young one through a brand new game. Rarity opened her mouth to speak, but Fluttershy quickly placed a hoof over it, keeping the lips together.

“Uh-uh,” Fluttershy whispered, “don’t spill any.”

Rarity whimpered out whatever was on her mind. Her reward was another shushing noise, just before Fluttershy leaned in to lick a long line from the base of Rarity’s collarbone all the way up to the one besmirched ear. When she came back into the unicorn’s focus her lips were sealed as well, and Rarity could see the pegasus’s own seed alighting them. Before Rarity could as much as spare her mind another thought, Fluttershy took her lips, pressing herself in and levering Rarity’s mouth open with her tongue. Heads moved in opposite directions to facilitate the joining of their muzzles, and to a cadence of lewd smacking, they passed the semen between them several times. Rarity shivered, the deep kiss sapping her strength, until Fluttershy finally ceased the contact by pushing the rest of the seed into Rarity’s mouth and breaking contact.

“There. Now you can swallow me down.”

Rarity, her mind reeling, obeyed so quickly that she nearly choked on the words she was finally able to produce.

“F-fluttershy I, I--” she stammered through a gulp, “I...I had no idea you could be...be so…”

“So...yes?”

“So...so...erotic.”

Fluttershy sat up straight and touched her lips, giggling easily, her erection still bobbing beneath her. “Oh my, I don’t know about that. You said you looked in on me in Canterlot, didn’t you?”

Rarity sat up too, but subconsciously kept her head a bit lower than her companion, “Y-yes but, that was...well it was exciting talk, but you were just toying around all by yourself there, all alone, and...and...I just...I-I don’t even know, I just…”

Fluttershy touched the top of her penis with a hoof and bounced it once with a gentle push. She sighed wistfully, “It’s like I said before, I’m not used to having this thing, and it can be awfully...frustrating. Even just walking around. I’ve been wearing dresses a lot when I go into the market or somewhere like that.” She tilted her head with concern, “Do you not like it?”

“I didn’t say that!” Rarity quickly corrected. She fumbled over her words, her tail refusing to be still. “I suppose I asked you here because...w-well I suppose it was you I asked because...I…” her voice softened, “...I might have been replaying what I voyeured over in my mind a few times, perhaps...”

Fluttershy grinned merrily, the simple gesture somehow intoxicating. “Oh good, that’s what I thought. You do have me all over your face and in your tummy now, after all.”

Rarity blushed and shrank her shoulders. “I...y-yes well...thank you for that…”

Fluttershy pouted and began to stroke her companion’s side again, scooting closer. “You make it sound like I’m going to leave.”

“I...well I, you were already kind enough to--nngh...”

Fluttershy’s hot breath washed over her charge’s lips, silencing her with reaction. “You’re still so pent-up, and I think you want more from me than just marking your coat, don’t you.”

Rarity closed her eyes. “...nnh...yes…”

Spurred on by the neediness in her head and the roomful of estrus, Fluttershy nuzzled Rarity’s mane and planted several butterfly kisses along her patiently pulsing jugular. “You’re always made up so pretty, Rarity. It’s very beautiful, but did you know? Sometimes it’s actually a little intimidating.”

“...what?”

“I just mean that sometimes you’re made up so pretty, a mare can’t help but compare herself to it and feel a little...plain.”

Confused by the turn in the conversation, Rarity fumbled, distracted all the more by the hoof she could feel sliding down her backside. “I...I wouldn’t want to make you feel uncomfortable...darling…”

“Oh, I know,” Fluttershy replied simply. She fell silent for a moment as her hoof slipped down Rarity’s rump. She found the unicorn’s still puffy flower and began to massage it with a familiarity borne of personal experience, the roadmap long laid-out in her own mind.

“Nnnh....hahh, Flutt-ttershy…”

“Mm, I like it when you say my name like that, all needy,” Fluttershy said softly, her lips still near the unicorn’s ear. “If you’re in heat, you’re not going to be satisfied until you get bred. That’s how it is for all us mares, after all.”

“...y-yes…”

“Will you do something for me?”

Rarity sighed deeply, her rump squirming and her tail hiking up again. “O-of course darling…”

“Will you do anything for me…?”

Rarity swallowed. She hesitated a moment, but the yellow hoof dipping into her opening reminded her how much she wanted this - enough to call her friend here under misleading pretenses. She was a mare of stubborn resilience when it came to something she wanted, and she wasn’t about to let this opportunity for satisfaction slip away.

“...yes.”

“Yes what?”

Rarity winced and whimpered again. “...yes...Fluttershy?”

“No…” Fluttershy kept the pressure up. “Try again.”

“Yes...m-mistress…?”

“Uh-uh,” Fluttershy cooed as she spun her hoof tip sharply over Rarity’s button. She planted a deep kiss on the unicorn’s neck again, one that was certain to leave a hickey, and drew back up to her waiting ear. “You’re a good little filly. Who am I?”

Rarity felt embarrassment wash over her, but the words escaped her lips anyway, her body refusing to obey so long as the pleasure could be continued.

“...yes m-mommy.”

“Mm, close enough,” Fluttershy giggled. “Mommyshy, please. My good little critters call me that. ‘Miss’ is okay too. It’s much nicer than ‘Mistress’.”

“M-mommy...shy.”

“Mmhmm,” Fluttershy confirmed. “Now, I want you to do something for mommy.”

“...hahh...ahh...y-yes Miss…?”

“Go and get some makeup remover, a spray bottle, and a brush.”

Yet another odd request threw Rarity off, and she blinked back to herself. “Wh-whatever for, Flutt--m-mommy...shy…?”

Fluttershy’s hoof came down firmly on Rarity’s rump, spanking her right over the love opening. “Now, pretty please.”

“Ooo-!”

Spanked into action, Rarity obeyed, returning with the relatively light package of wet wipes and the other two items in her magic. As soon as she was back on the couch, Fluttershy slipped a hoof behind her and began to massage again, waiting a moment until the unicorn fell back into her trance of lust. When Rarity’s eyes were closed, Fluttershy took out one of the wipes and began to wipe clean the mascara and blue eyeshadow that constantly colored Rarity’s lids. She was kind enough to clean up a fair amount of the staining too - what there was of it that hadn’t already dried in.

“There now, I don’t think I’ve ever seen you in your natural color. You put makeup on first thing every morning, don’t you. I bet nopony ever sees you without it.”

“...uh-uh…”

“Well, now you’ll know that I have,” Fluttershy smiled. She turned her attention to Rarity’s frizzy mane, it’s style impacted by perspiration and bedhead from what the unicorn was most likely doing before she had company. With no hesitation, Fluttershy brought the spray bottle to bear and doused Rarity’s hair with so much moisture, whatever product was left there could no longer stand up to a thorough brushing. When she was finished, the stylish white pony’s mane was nothing but naturally flowing, straight amethyst.

“Mmm,” Fluttershy smiled. “Simple and very pretty, good for a filly. Now let’s do here--” She slipped behind Rarity, and while keeping up the stimulation, doused all of the curl out of the unicorn’s tail, leaving it weighted by the wetness in it. “Oh my, now I’m sure you’d never go out like this. You’re without all your makeup and styling. I bet it feels like taking a shower with an audience.”

Rarity was too distracted to even consider this, but once the idea was posed to her, she absorbed it and realized just how accurate it really was. Positively nopony ever saw her without her mane-styling and makeup save for being caught in a rainstorm, but even then, at least there was a semblance of it. Being completely bereft made her feel...meek.

“Good filly, here’s your reward.”

There was a sudden application of force, and Rarity would have pitched forward clear off the couch had Fluttershy’s staying foreleg not been there to hold her. The pegasus was digging in hard with her blunt daffodil hoof, piercing and stretching out the writhing unicorn. Rarity cried out, her wet tail thumping into her backside as her body stiffened with approval.

“Are you my good little filly?”

“...ngahh...hahh...yes...y-yes Miss…”

“Next you’re going to show me what you were doing before I got here today. I want to see everything. You want me to see all the secret stuff you do in private, don’t you?”

Rarity’s horn sputtered out an uneven glow - her tribe’s equivalent of the pegasus wing-erection. “...yes...yes mommy...I’d love for you t-too...to see it all...nngahhh…”

“Okay then,” Fluttershy said in her deliciously melodic voice, “show mommy where. Let’s see if you can stay on your hooves long enough to take us there.”

It was no small challenge, for Rarity’s legs went numb almost instantly when she put weight upon them. Fluttershy immediately followed her off the couch, making a point to casually reach between her friend’s hind legs and keep up the game. The pair began to move with the unicorn in the lead - both sets of Rarity’s lips were quivering, and the lower of them was leaving a trail of love on the floor.

“Oh my, you’d better remember to clean that up later,” Fluttershy observed as the pair made slowly for the stairs.

It took some time to reach their destination, as Rarity had to stop every few seconds to whimper and wiggle her hips. Fluttershy was expecting the adventure to end at Rarity’s inspiration room, but the unicorn kept walking down the hall until she came to her private chambers. The two crossed the threshold, and Fluttershy brightened.

“Oh yes, this is much more like it.”

The room was littered with all manner of toys intended for a lone mare looking for a good time. They were strewn about with a shocking nonchalance given the pony who owned them, some still soiled from use. The walls had hoofprints on them in places, the standing mirror had kiss marks upon it, and several bolts of fabric were halfway unraveled from their bolts, twisted into various rope and knot shapes. The bed was a shambles of unmade blankets, with a number of silken pillows arranged in various mounds to create makeshift supports for a horny pony to lie across.

The windows were shut, and the scent of mare in season was more intense in the small chamber than the rest of the boutique. It tore into Fluttershy’s nostrils and set her head to spinning until she sunk down onto the edge of the bed. Her throbbing erection was engorged past its normal size, and it was so stiff and undeniable that she had to sit in a humanoid fashion just to make room for it. Momentarily reprieved, Rarity collapsed in a heap on the floor; a very sorry case with her washed out mane, natural face, and seed-stained coat.

Fluttershy was panting. She slapped her hip gently and presented her spire, her expression as bright as if she were singing to her flowers. She even made clicking noises with her tongue. “Come on...come here…”

Rarity moved only under force of desire; crawling to the bed until she was nestled between her friend’s hind legs. Without prompting, she began to lick eagerly at Fluttershy’s heavy scrotum from beneath, one hoof slipping up to affectionately pat her length.

“Mmmm,” Fluttershy hummed. “That’s right, you kind of missed that part earlier...mmh...you know I don’t know how it is for stallions, but mine feel heavier when they’re really full...nnh...can you believe they’re still that heavy after all I gave you?”

Rarity only murmured in response. In full worship mode, she gripped each testicle and slipped it into her mouth; delicate squeezes serving as her reply. Soon she began to work her way eagerly to the base of the shaft, but Fluttershy ceased the ascent with a touch of her hoof atop Rarity’s head.

“Oh no, not this time.” She reached down to caress Rarity’s cheek. “I’ll never be able to control myself if you start doing that again, and I think you already have enough dirty pegasus seed all over your pretty unicorn face.”

Rarity became lost instantly in her lover’s fathomless eyes, lighthearted smile, and the depraved words that came along with them. Her horn flared without a spell in mind, and she took to nuzzling the hoof that petted her like a dog.

“Oh? Do you like that kind of talk?” Fluttershy mused. “Do you like being belonging to a pegasus?”

“...mmh....mmhmm…”

Fluttershy’s hoof moved, and soon she was stroking Rarity’s horn. The unicorn jumped as though she too had an erection to massage, and her benefactor grinned.

“I always thought that was a thing for unicorns. Now I know. I heard some ponies say unicorn magic has flavors too, like fruity and minty. Is that so?”

Rarity had no idea, and that much was plain on her face. She reacted without even thinking at her partner’s beckoning, and found herself up on her haunches with one hoof on Fluttershy’s chest for support. The pegasus pursed her lips as if to apply a dainty kiss, but instead touched them to the tip of Rarity’s horn. She slipped down, allowing the taper of the horn to widen in her mouth as she took it nearly to Rarity’s forehead, suckling as if on hard candy the entire trip down.

“...oo-oh Flutt--erghhff...Flutt-er-miss...ooh!”

Fluttershy traced the spiral of the horn with her tongue as she rode it back to its tip, and then planted a thoughtful kiss there before finally retreating. Rarity had redoubled her panting. Her foreleg buckled, and she found herself resting her cheek against Fluttershy’s soft chest, the yellow erection poking her in the throat.

“I guess it’s different for every unicorn,” Fluttershy observed whilst smacking her lips. “That tasted kind of like coconut. It suits you.”

Fluttershy allowed her overworked companion a moment’s rest, stroking her down the back as Rarity worked to catch her breath. She glanced at the lip marks on the mirror, and again made a scandalous topic into casual conversation.

“You were making out with yourself, weren’t you.”

Rarity’s ear was to Fluttershy’s chest, and she was contenting herself listening to the excited heartbeat therein. Her words strained their way through terse breaths. “...y-yes…”

Fluttershy ruffled her friend’s mane - still damp, but no longer drippy. “Are you maybe just a little bit narcissistic, sweetie? Do you like yourself that way?”

Rarity had before in her life admitted to a touch of arrogance and this was no secret, but to hear it presented in such a way set her tail again to swaying. “...yes Miss…”

A thought occurred to Fluttershy, and she went with it. “But you’re not the only one you think about, are you. Are you sure you only called me here because of my penis?”

Rarity swallowed. “I...th-that is...n-no…”

“I bet you know some other pony, somewhere, that could have helped you. You probably have lots of stallion friends in the fashion world that would go so far as to ‘help a friend out’ like this. But you chose me. It wasn’t only because you were concerned about how I’m dealing with the changes in my body. Tell me the other reason.”

Rarity nodded as if to affirm what her friend was thinking, but Fluttershy wasn’t satisfied.

“No...tell me with words, sweetie. Give me allll the details. If you do--” she prodded Rarity’s throat again with her flare, “--you’ll get the thing you really want.”

Fluttershy’s conversational sex was an unconventional approach for Rarity, but it was cerebral, and she found herself eager to be manipulated by it. She continued to nuzzle her lover, her hoof moving to slowly stroke the throbbing thing that was stabbing her with such insistence.

“I...I saw you with this d-darling and...and my first thought was...th-that is…”

“Was what? What was the first thing you thought when you saw I had a penis?”

“I-it was...how much I wanted it to be inside me...y-you’re just such a darling, Fluttershy, such a sweet creature, so lovely and delicate, yet so powerful when you r-really need to be...I...I’m, er…” she sighed in defeat, “...I’m attracted to you.”

Fluttershy’s smile oozed saccharine. “Oh, I know that.”

Rarity made a face, “Wait...you do?”

The pegasus nodded eagerly. “Oh yes. I’m a lot more observant than most ponies think. I just wanted to hear you admit to it first.”

Rarity flushed. “You...n-never cease to amaze, dear…”

Fluttershy angled her friend’s face up with another pinch of the hooves to either side of her head, and took her lips anew. Tongues intermingled, and again Rarity felt what little resistance she had left flitting out of her mind, to be replaced by the needs of her cycle. When the soft, deep kiss broke, Rarity found herself straddling her friend, unabashedly humping the stallionhood between Fluttershy’s legs.

“...hahh...hahh...hahh...d-darling--”

Fluttershy touched Rarity’s lips, and instinctively the unicorn fell silent. Detecting her weakness, Fluttershy claimed her lips a second time and a third, stroking her back until Rarity’s shivers were out of her control.

“Mmh, you forg--mmh--got what to call me--mhh…”

Rarity tried to reply, but all that issued from her was a high-pitched meep. She buckled under the assault of the passionate kisses until lust overwhelmed her, and Fluttershy could practically see hearts flitting about her straight, flat, violet mane.

“Mmmmh--” The pegasus muttered, “--you’re my critter...mmh...do you want to be my critter?”

“Mmmhmmmm...mmghhohh…”

Fluttershy laid back on the bed, her head coming down upon one of the pillow piles, and used the strength necessary for a pegasus to carry another pony in flight to pull Rarity atop her. Bent at a sharp angle, Rarity refused to break the torrent of kisses, even as she rolled her hips sloppily against the pinned member below.

“...mmhh…” Fluttershy muttered through each kiss, “...critters can’t talk...show me you’re...mmh...my critter…”

Rarity didn’t even hesitate. With her bizarre sixth sense for the placement of every bit of ordered chaos throughout her abode, she ensorcelled a bolt of yellow fabric, a pair of scissors, and an acrylic pink brooch in the shape of a butterfly. The work was messy and probably would have been impossible for any other unicorn who was as horny as she and distracted to boot, but before she lost her grip on the tools she had cut a strip from the fabric, pinned the butterfly in the middle of the strip, and brought the elementary creation to the bed. There she tied it tightly around her neck, creating a makeshift collar with her lover’s mark upon it. She gave Fluttershy a second or two to admire the hasty contraption, and then buried her face in the pegasus’s neck, slopping her up with kisses whilst making growls apropos to a dog.

Fluttershy grunted sharply. Her forelegs were around Rarity’s waist, and she slipped her hooves down to raise the unicorn’s rump up. “That’s r-right...ahh...p-pretty puppy...y-you’re my pretty puppy…”

Rarity barked, yipped, and wagged her tail with the abandon of a canine waiting to be tossed a fetching stick. Fluttershy reached down and pushed on her shaft until the head finally kissed the soft home both of them couldn’t wait to introduce it to.

“...mmm...momma’s gonna be your very first real pony…”

It was not the first time Rarity had felt penetration, but never before had the invader been so warm, pulsating, and thoroughly alive. She began to sit, and as the fat flare popped through her defenses, she threw back her head and let out the most elegant howl Fluttershy had ever heard. The pegasus was panting hard, but she kept control over the speed of the penetration with her grip on Rarity’s rump.

“I’ve never been inside another pony either,” Fluttershy whispered. “...momma’s head is going inside you...all the veins are passing over your little puppy button…”

Rarity squealed.

“N-next comes momma’s ring...deep inside you-u-uu….”

Fluttershy’s medial ring vanished into her lover, and Rarity shut her eyes so tightly she drew tears.

“...hahh...oh...Flu...Flutt...ohh…rrrrf...arf-ngh…”

The joining continued until Fluttershy felt something hard blocking her path. She flexed her girth and poked at it, pecking it thricely to the sounds of wet squishing.

“Ohh...ahh...m-momma’s too long for you...o-or you’re too shallow for momma...mmh...momma’s kissing your cervix...kiss, kiss…”

Utterly overwhelmed, Rarity lost her focus for the game and drew up to Fluttershy’s ear, even as she began to force the pegasus into a rhythm. “...d-darling...I ne-eee-ed you to take me....d-don’t make me wait a-anymore...I-I’m begging you…”

Fluttershy allowed the pace to be taken away from her, raw desire practically whiting out her thoughts. Though the thought had come late, some vestige of responsibility in the back of her brain tickled her words. “...th-there’s n-no protection…”

“...I don’t care,” Rarity whispered decisively. “...fuck me like your favorite critter until I’m all heavy with your fillies...I j-just don’t care anymore…” she whined and pouted, “...I’m Mommyshy’s puppy in heat...

Fluttershy didn’t argue.

The grip of the pegasus fell entirely away, allowing her rider the freedom to impale herself with wild abandon. Paths of female juices spilled out over Fluttershy’s tummy, warming her sack and oozing in irrigated trails into the cracks where her hips met her inner thighs. Rarity pushed herself up with leverage from both her forehooves upon Fluttershy’s chest, using the leverage to grind her hips and mash the tip inside her up against her deepest place over and over again. Her silky walls gripped in perfect rhythm, until the sheer desire inside caused them to go wild. Rarity cried out, gripped hard, and went stiff from head to hoof, the sapphire glow from her horn casting itself upon every surface in the room like a crystalline second skin.

“Ahh…ahh...y-you c-came so f-fast…” Fluttershy observed weakly. She couldn’t speak for stallions, but the need to release herself into her mare was well beyond her means to control it, and she had every intention of doing so no matter the consequences. An utter slave to nature, She used the element of surprise and a course of adrenaline to grab Rarity and hurl her to the side, where the sexually overwhelmed unicorn came down on her tummy over a pile of pillows before she could even register surprise. With a haste brought on by need, Fluttershy got behind her mare and mounted her, pressing her hooves down on Rarity’s shoulder blades until the snowy unicorn was helplessly pinned.

This time, the penetration was desperately fast. Hilting her partner in the turning of a second, Fluttershy began to slam her hips against the soft white rump before her, violating the weepy vagina with it’s first ever dose of true coupling.

“Ahh...ahhhnngh...f-fuck you l-like...like a-an animal...l-like a critter…” Fluttershy felt Rarity push up slightly, but responded by doubling the pressure of her pinning forelegs and yanking on the unicorn’s tail with her teeth. “No! No...d-down...downnnn...m-momma’s gonna b-breed you...oh...s-shh...stay d-down…”

Rarity filled her mouth with a chunk of pillow and growled against it. She let Fluttershy smash her hard into the mattress until the pressure hurt, but a second orgasm carried her away from the pain. The pegasus was violating her in the clumsiest way, mashing herself inside with more force than finesse, But Rarity was grinding back with an equal lack of concern for sensuality. They were mutually lost in absolute slavery to the designs of nature, determined to obey its call and create more of their kind like good little ponies.

Fluttershy stared at nothing through a crack in her eyelids. Before her was the bed or something like it, and a wet swirl of white that the tears in her eyes wouldn’t allow her to make out. She hadn’t been in control of the situation when she arrived, then she was in control, then not again...it didn’t matter. From somewhere below her ears detected the cry of climax. Her limbs were numb simply because her brain had no interest in registering feeling there - it was all in her core, and as she felt Rarity’s satin insides grip wildly again, everything vanished from her mind save for the need to make the unicorn hers. She spoke without ever knowing if her words got through.

“...oh…R-rarity...good puppy...so g-good p-puppy...t-time f-f-for...mmh...d-deep inside, t-time to m-make you all p-pregnnn...b-by m-m-meeeahhhoOHH!”

The desire to deposit her seed as deeply as possible took over. Fluttershy touched her hoof roughly to the top of Rarity’s unstyled head and shoved her face into the mattress, while the other foreleg wrapped around her middle so tightly it was as if she intended to take off with her. The pegasus’s primaries stretched to their limits and fanned out, creating patterns on the walls as Rarity’s glow passed through them. She stabbed her partner one final time and held herself there, her body doing the rest of the work for her as every pulse from her organ sent more and more sticky seed where none before had ever ventured, into Rarity’s deepest places.

“Mmgahh...ah...ahh...p-pump…nff...p-pump…”

In her characteristically meek voice, Fluttershy was announcing the release of every rope of semen. She smacked Rarity’s flank, and the unicorn fell in, rattling out the cadence in a high and gentle tone.

“...p-pump...pump...pump…”

Fluttershy pulsed with release until she ran dry, and then several times again before realizing it. The electric stiffness abated, and she collapsed upon her lover, scattering the pillows and flattening Rarity to the mattress with a great ‘oof’ on the part of the unicorn. With her length still inside, Fluttershy rubbed her cheek into the back of Rarity’s head and cooed.

“Mmmh...oh that was...j-just lovely...s-so warm and sticky and…” she shifted, her ears perking at the sounds of squishy perspiration, “...mhh...wet and messy and…”

Rarity was pawing uselessly at the sheets. She turned her head just enough to free her muzzle from them and found her voice. “D-darling...dear...Fluttershy I...I just…”

“Shhh-” Fluttershy began to stroke Rarity’s head.

“B-but dear I--”

“Shhhhh.”

Fluttershy pointed at the mirror, wherein was a view of them both. Fluttershy was covered in sweat and still absently jerking her hips, while Rarity was mooshed under the pegasus, her eyelids as white as the rest of her save for the semen stains in the coat of her face. Her mane, without curl, was splattered all over her shoulders and pooled about her on the mattress. Around her neck was the collar, which looked like a filly’s craft project, was but was still an impressive thing to have created under the circumstances. Both of them were panting in perfect rhythm, and each pair of lashes was somber and lidded with affection.

“Critter,” Fluttershy said softly as she kissed the top of Rarity’s head and gave her ‘collar’ a nice lip-tug. “My sweet critter.”

Rarity let out a delicious murmur, ground her hips once against those above hers, and meowed in a manner worthy of any lazy, pampered feline.

For a time, the two of them merely watched their reflection. Fluttershy never thought to move, nor did she pull out as she took to nuzzling absently against her friend’s horn.

“...what in Equestria did we just do…”

The sensation of horn-stroking was relaxing, and Rarity rested her chin on the mattress to facilitate it. “I...believe there’s a difference between ‘having sex’ and ‘making love’, darling. But we certainly did one of them.”

“...which one do you think?”

Rarity grinned lazily and turned her cheek to the mattress to glance up at Fluttershy from the corner of her eye. “I don’t know, what do you think?”

Fluttershy’s hips twitched. Rarity’s hips rolled.

“I...I think, uh...wh-what time is it?”

Rarity glanced at the wall clock without raising her head. “Only three dear. And I have...no plans today.”

“I...have to feed the animals at six.”

Rarity teased her lover with another buck.

Fluttershy took in the scent of estrus that permeated everything and closed her eyes to sigh audibly with it. “...I...I could come back for awhile, um...when I’m finished…”

Rarity nodded and patted the mattress, “You know, I always did think this bed was better for two. But before that,” she bucked her hips again, “...there are three hours yet…and I’m still ripe, darling...”

Fluttershy took a deep breath of her lover’s hair and began to lightly stroke Rarity’s cutie mark, eliciting a shiver from the unicorn. The hips of the pegasus began to move again, but the strokes were hesitant. When Rarity made a concerned face in the mirror, Fluttershy explained herself without ceasing to piston.

“...we...if we k-keep doing this, we might...y-you know…”

Rarity gasped and wriggled, but made no move to escape. “...nnh...a-are you saying that because you want to s-stop dear, or because y-you’re worried for m-me…?”

Fluttershy’s eyes were closed. Rarity’s insides were like the warm hug of every critter she ever met all at once while submerged in a hot spring. She placed a gentle kiss on Rarity’s shoulder and pumped her insides again. “...I-I d-don’t...really want to stop...y-you smell so good and...ohh…”

“Shhh,” Rarity returned the command and the gesture by undulating her hips until the squishing noises could be heard again. “...mmh...I’ll be in heat for two more days...two long days…all alone here...”

“Oh...m-my…”

Rarity made a purring noise. “...fill kitty’s tummy, over and over, Mommyshy…”

Fluttershy’s eyes shut tighter. “...m-mommy’s critter w-won’t be alone...mmh…”

The worn poster board sign with the beautiful script upon it that marked the Carousel Boutique as temporarily out of business didn’t move the entire weekend. Within, two ponies gave themselves over to need, damning whatever consequences they might have to account for in days hence.