Rainbow felt her body get picked up quickly, the white fur enveloping her as she was carried off. She couldn't see anything other than the white fur for a solid minute before the arms and claws carrying suddenly let go. With a small meep, she felt the ground rush up to meet her naked body. She landed in a heap, quickly rolling over onto her stomach. She glanced up and immediately wished it was too dark to see. Standing over her were three very large werewolves and a very naked looking Fluttershy. The moon cast shadows on her face, making it impossible to read her but Rainbow could only assume she sported a look of disappointment. Rainbow looked away and stared at the ground, unable to look her in the eye.

It was was more than apparent at this point that she not only broke a promise she made, but also just secretly finished masturbating to her. The white liquid trailing down her leg was a good enough indication of that. She considered curling up into a ball and hoping this was all just a bad dream. Considering her heart was moving a million kilometers an hour, she could only assume that she was in fact awake and very much in trouble. More in trouble than that time she was caught with a Spitfire body pillow at the Academy... By Spitfire.

Rainbow shivered and waited for Fluttershy to say something.

"Rainbow Dash," Fluttershy said in a low tone, "I thought I made it clear, don't follow me into the Everfree on nights with a Full Moon."

Rainbow flinched, still unable to move from the position she was in. She could hear the disappointment in her voice. Its not something new to her. She had heard this tone before. But it always had a way of making her feel worse than the angry voice. Not to beat around the bush, she was cute when she was angry.

But when that tone turned to disappointment, Rainbow's blood would run cold every time. It didn't help that the werewolves surrounding her were currently breathing rather heavily. A constant reminder of the fact that the three creatures could, just on their own, tear her apart, were currently surrounding her. Something told Rainbow Dash that the only thing between them and her was Fluttershy. That did not lift her spirits considering the circumstances.

Never the less, Rainbow did her best to make her case.

"You... You did. But... I got worried and... Maybe a bit curious..."

Rainbow did her best to try to sound calm but her heart and head were telling her to run or fly away. Both options were out though. Wings were still stuck by paint, again worst decision of the evening aside from the obvious, and she wouldn't get far with three werewolves chasing her.

"Listen Fluttershy, I'm sorry ok? This isn't how I was planning on this night going. I know I shouldn't have followed you... I certainly wasn't planning on jerking off to you or anything either. Things just happened and... You know me. I don't always think things through."

Rainbow felt her heart break at the last bit. This all could have been avoided if she had just stayed out of it and minded her own business. But she just had to know. Well now she knows and Fluttershy knows she knows. So now it wouldn't surprise her if she never talked to her again. Assuming she could outrun three werewolves as well.

To her surprise though, Rainbow felt Fluttershy's hand on her shoulder. It was a comforting kind of touch which felt off to her all things concerned. Rainbow lifted her head up and glanced at Fluttershy who was kneeling next to her; she was giving her a knowing look.

"You're right. You don't think things through and I know your curiosity can get the better of you. We have been friends for so many years now. I guess its more surprising you have managed to keep yourself away for so long up till now."

Fluttershy motioned for Rainbow to sit up and face her, which she complied with. Rainbow sat on her legs while Fluttershy did the same. Fluttershy stared at her for moment before quickly lunging forward and wrapping Rainbow in a big hug. Rainbow felt her face light up as Fluttershy's breasts squished against her own.

"Thank you for worrying about me. You are my closest friend and it was wrong of me to keep this from you. I am still sore that you broke your promise to me, but I know how you can make it up to me later."

Rainbow let out a sigh of relief, "Yeah, anything. You have my word I will do whatever I can to make up for this."

Fluttershy giggled, "Careful Rainbow, you may be eating those words later."

Odd feelings aside, Rainbow realized she had yet to return the hug and quickly brought her arms around Fluttershy. "Whatever I need to do to earn back your trust, it'll be worth it."

"Well if you're sure. Alright, I've got something in mind. But first, I would like to imagine you have some questions."

Rainbow suddenly remembered they were surrounded by werewolves again. She glanced up at the creatures staring back at her. She was unable to read them but she could have sworn they were eyeing her up and down.

"You could say that. Um... Let's start with... How in the world did you become their fuck toy?! And is this really what you have been doing to keep them from coming to Ponyville every full moon?"

Rainbow stared at Fluttershy with deep curiosity. Fluttershy broke from the hug and stood up. She glanced at Fang, Dusk and Grey. "You guys don't mind waiting for a bit while I tell her how we ended up with this negotiation do you?"

Fang and Grey shook their head while Dusk seemed slightly miffed.

Fluttershy caught the look and sighed, "Fine. Let me tell the story, then I will let you take the first shot at our new special added bonus. Deal?"

Rainbow stared at Dusk for second then back to Fluttershy. "Special added bonus?"

Dusk paused for a moment before nodding. Fang and Grey sat down, seemingly more interested in what Fluttershy was about to tell while Dusk did his best to get comfortable while he waited.

Fluttershy grunted and turned to glance down at Rainbow who was still sitting on on the ground.

"I guess I should start just after I left Ponyville. You all know how I used my Stare to get the werewolves away from that innocent pony and away from Ponyville? I thought all needed to do was lead them back deep into the woods and escape. Unfortunately, the Stare takes a lot out of me and I only manged to get this far in..."

***

Fluttershy stopped to catch her breath. She had been leading the werewolves as far away as she could for some time. Her legs were starting to ache. Her white shirt and baggy pants were covered in sweat. She had maybe another minute or two before her Stare would finally give out.

She had never had to use it so much before but these werewolves weren't like a lot of the more dangerous creatures she had come in contact with. They seemed to be far more intelligent and that did seem to help them more than it helped her. Taking a moment to glance ahead of her, the werewolves were currently in a bit of a trance. Her stare had helped get them here and away from the town, but it was going to wear off soon. Already she could tell that they were beginning to grow restless. Glancing around them and shaking their heads.

Fluttershy sighed, "This isn't going to work. Even if I manage to get them farther in, what's to stop them from coming back?"

By now, all three werewolves were now becoming aware of their surroundings and turned to lock eyes with Fluttershy. Knowing that the jig was up, she decided talking might be her best option at this point.

"Um, hello Mr. werewolves... I don't suppose you feel like... Negotiating, do you?"

The brown one barked and growled at Fluttershy causing her to take a step back. However, she knew exactly what it had said but that didn't mean it was a good thing. They were not happy.

Doing her best to look intimidating, Fluttershy straightened up, spread out her wings and said with a low tone, "If you prefer, I could just use my Stare on you for the rest of the evening."

Fluttershy was lying through her teeth but luckily, they didn't seem to catch on.

That managed to cause the brown one to settle down while the white one and the grey one seemed to stare him. All seemed unsure about Fluttershy so she decided it was time to figure out where to go from here.

Fluttershy tucked her wings back in and stood calmly.

"Alright, negotiations it is. So tell me, why did you come to Ponyville Mr. Werewolves?"

The brown werewolf bark then nodded to the grey one then the white one.

"Oh sorry... Fang, Grey, Dusk, why did you all come to Ponyville?"

Fang nodded then barked.

"Oh of course, full moons are when you are at your strongest. I get it. But what does that have to do with...?"

Fang growled then glanced down at the ground.

"Wait, you also are the most... Horny this time as well? The need to mate becomes strong around this time?"

Fang, Dusk and Grey all nodded at the same time.

Fluttershy cocked her head slightly, "That's news to me. Why haven't I heard of that up till now?"

Dusk answered with a small growl, shifting his his glance downwards at bit as he did so before locking eyes again with Fluttershy.

"Only certain werewolves? I guess that explains the rarity..."

Fluttershy glanced around her before locking eyes with Fang. "So why not just find a mate and take care of your... Needs?"

Fang barked then gave a small whimper.

"No mates left in the Everfree? That's awful. So you came to Ponyville looking for mates? Sorry to break it to you, but we don't have any werewolves." Fluttershy thought for second before adding, "At least not to my knowledge."

All three werewolves gave a whimper before Fang answered with a bark. He lifted his claw gave a slight sideways wave motion.

Fluttershy hesitated as the gears in her mind began to move a much quicker pace.

"I see. The need to mate can become so strong that it can cause you to go crazy. You don't necessarily need a mate. Just someone to help keep you from becoming too pent up."

All three werewolves nodded again. Fluttershy felt her face go bright red. She knew what this meant. If she didn't do this though, she could have three uncontrollable werewolves running around Ponyville. She just hoped that she wouldn't regret this later.

"Alright, how's this? If I promise to help you all get off, you have to promise to never cause trouble in Ponyville ever again."

Fluttershy felt her face grow a darker shade of red as all eyes locked onto her. All three seemed lost in thought for a moment before nodding. Fang gave a quick bark.

"Oh gosh, every full moon? Hmm... I guess its not like you all have a choice. We will all be back to square one next time I suppose. Then let me add another condition. You are not allowed to turn me, alright? I will help you but I will not become your new werewolf mate. Is that clear?"

All three nodded. Fang quickly turned and barked at the other two. The others seemed to hesitate before nodding to him.

"Yes... Agreed."

Fluttershy held her hand up and Fang turned to towards her. He walked slowly up to her, looked at her out stretched hand before reaching out with his clawed hand and carefully shook it.

Fluttershy took a deep breath before letting it out slowly.

"Alright... I guess we should get started."

All of Fluttershy's moxy went out the window as she stared up at Fang, "I... Guess you are going first huh?"

Fang lifted a claw and ran it down Fluttershy's shirt. It ripped and tore as Fang glided his claw down till there was no shirt left to go. Fluttershy felt her breasts fall out as her shirt fell away from her. Fang opened his mouth and gave a slow hard lick of Fluttershy's face. Fluttershy remained silent, curious about how Fang was going to proceed. Though slightly nervous, there was a sense of high to being in such a situation. Despite everything telling her it was wrong, she couldn't but feel a bit of excitement building within her. Fluttershy reached down and quickly pulled her pants down. Her flower now see-able too all.

"Listen, this is my first time. Could you please do me this one favor. I want to go slow at least at first. Please lay on your back."

Fang seemed reluctant but complied. His rod now at full mast, Fluttershy could tell he was ready for her.

Fluttershy made her way over and positioned herself over him. His rod was large and slightly imposing but Fluttershy new that it was now or never. She lined herself up, took a deep breath, closed her eyes and read readied her body to start working her way down. She dropped her hips...

And missed.

Fang let out an annoyed growl.

"Sorry, sorry, I'm new at this!" Fluttershy did her best to recover and re-position herself.

She grabbed on and made sure she wouldn't miss this time. She lined up and dropped her hips.

Fluttershy felt her breath leave her as she felt the werewolves member enter her. She collapsed onto Fang's chest, her breasts keeping her from smashing her face into him. Fluttershy took a deep breath and steadied herself. She looked down and could see it wasn't even all the way inside her. She felt so filled already though! Fluttershy glanced at Fang and could tell he was getting impatient.

Fluttershy gritted her teeth. She drove herself down with everything she had. Pain and pleasure mixed as Fluttershy gave out a hard moan. Now on track, Fluttershy lifted herself up before slowly slamming back down again. This caused Fang to give out a small sigh. Fluttershy hopped that was a good sign and began to work up in down in a slow rhythm. Up... And down. Up... And down... Fluttershy gave a pleasured sigh. She wasn't used to something like this but it felt good.

After hilting him, Fluttershy glanced down as suddenly she felt Fang jerk a bit. She lifted herself off of him and saw Fang heave his body upwards a bit. That was all the warning she got before she felt a spray of cum explode onto her. Fluttershy gasped as cum sprayed onto her face and breasts. Fluttershy felt a bit of it run down her chest as she got up and took a step back.

"You um... Must have been really pent up." Fluttershy did her best to wipe off the sticky cum from her body. Some of it managed to cling to her fur though.

Fang nodded and Fluttershy watched in fascination as his member remained at full mast. "Oh dear, this might take awhile."

She glanced back at Dusk who was looking hungry to say the least. Grey looked the same but nudged for Dusk to go next.

Dusk was breathing heavily and looked more pent up that Fang was.

"Uh oh, I think I may have taken too long with Fang. I need to get him to calm down. Should I just let him do what he wants? After all, I am still new to this. "

"Alright Dusk I think it is your turn, since I am warmed up. Do what ever you want, its fine with me."

Dusk quickly walked up to Fluttershy, picked her up and carried her over to a nearby tree. He pinned her to it and lined himself up with her. His rod was even larger than Fangs. Fluttershy gasped, "Oh... MY!"

Fluttershy felt Dusk plow his way deep into her cunt. His member driving hard into her as her back hit the tree. Fluttershy groaned as Dusk sank himself into her. Without much of a warning, he slid out and back in with so much force that Fluttershy exhaled almost all the air out of her lungs.

"AH..." Fluttershy took a deep breath. "OH... Ahn."

He held nothing back as he began pistoning his member deep inside her.

"So... Oh... Fassst..."

Growling and panting as he fucked her hard. Fluttershy could barely keep track of how many times he would enter and leave her. It was terrifying but at the same time, exciting. It felt even better than before. Just leaning back and being rutted. It felt freeing. It felt good.

"Ah, Celestia... Don't stop!"

Fluttershy moaned and gasped Dusk pounded her with everything he had. His rod ramming hard in and out, juices flying as Fluttershy's hole had been lubed up well for this. Fluttershy realized she had just orgasmed but it was a feeling that was there and gone in a flash as Dusk drove himself in and out of her in a frenzy. Her juices flowed down her legs and onto the tree. Her body shook as she felt her body get pounded like never before.

Until finally, he hilted her and Fluttershy felt a rush of cum enter her. She glanced down and saw it gush out of her as Dusk's surprisingly still hard member left her. He let go of her. Fluttershy attempted to stand but almost fell over, having to lean against Dusk for support. "That... Was amazing...."

Fluttershy waddled over back to the other two and saw that Grey was practically chomping at the bit, as was Fang.

"Oh my, how am I going to help both of you at the same time?"

Grey fell onto his back and motioned for Fluttershy to get on top of him. Fluttershy cocked her head but assumed that meant that Grey was just going to get his turn. As Fluttershy bent over her to position her moist flower over him, she felt Fang looming over her. He was crouching over both her and Grey. Fluttershy felt something against her rear. "Oh... That's how..."

Fluttershy gritted her teeth as she felt his rod enter her rear. It was slightly wet, most likely helped by watching her get pounded earlier. As his mass entered her, it caused her to be pushed downward. Fluttershy felt herself becoming impaled on Grey's dick.

"Ah... Never felt anything like... This before..."

Fang wrapped his arms around Fluttershy and began to push her up and down. Fluttershy felt her mouth open in surprise as she felt his dick push her harder against Grey's. Just as it would push against his, he would lift her and Fluttershy would feel her flower leave Greys and her ass would feel Fang's enter. It was a slow process but soon she could feel Grey's body give a small jerk and soon, she felt a familiar feeling as a warm liquid entered her. Just like before, he came rather quickly. Most likely still feeling rather pent up. Fluttershy felt herself being lifted off of Grey. White cum gushed from her again. She didn't actually orgasm that time though, much to Fluttershy's disappointment.

Fluttershy wiggled out of Fangs grasp. Fang looked at her in confusion only to see her get on her hand and knees, and lift her ass into the air. "Please, fuck me hard." She said with a blush.

Fang needed no more invitation and bent over her. He got down and lined up himself with her. Fluttershy cried out as he entered her ass again. But this time she did her best to drive him in as far as he could go.

"AHN... Yes. Please, harder."

Fang complied and exited his member before shoving it in with enough force for Fluttershy's body to almost rebound. Fluttershy gripped the grass in the fingers tightly as Fang drove himself hard in and out of her.

"Oh... Yessss. Don't stop!"

Fluttershy was in pure bliss. Her mouth hung open as she moaned with each trust. Her eyes glazed over as she felt an orgasm hit her hard. But even as her juices trailed down her legs, she continued to moan and drive her ass back with each thrust. Her body wasn't used to this but she loved it.

Unfortunately her mind was starting to grow hazy. Her body was already at a breaking point due to the Stare she had used not to long ago. Now the adrenaline was starting to wear off. She was in auto pilot now. She could vaguely remember doing a few more time with each of the werewolves. Each had to practically hold onto her as they had their way with her. Fluttershy soon felt her mind go blank and soon darkness took hold of her.

*

Fluttershy awoke just as the sun rose over the tree line. She was sore and could barely move. Her wings ached and she was covered in dry sticky cum, dirt and sweat. The werewolves were nowhere to be seen but Fluttershy assumed they had to leave once the full moon is gone. Fluttershy did her best to crawl over to the nearby spring. She carefully lifted her head and drank up as much water as she could. Never before had she been so thirsty. After resting for awhile longer, Fluttershy knew she needed to get home, take a long hot shower and explain to her friends everything that happened...

No...

She couldn't tell them. They would just worry or try to stop her. She didn't want to admit it but, she enjoyed every moment of last night and was looking forward to next time. She just had to tell them that she had everything taken care off and to not follow her. Fluttershy hopped that would be enough.

As Fluttershy shakily stood up, she quietly hoped that her animal friends were still asleep. Having to explain to them why she was coming home naked and smelling of sex was not a conversation she felt like having with them right now. Taking a deep breath, Fluttershy slowly made her way back, her mind already in motion on how long she will hopefully be able to last during the next full moon.

***

"And that's about it."

Fluttershy turned again to Rainbow Dash whose jaw had long since hit the ground.

"Wow... That was... Something. That story was... Something." Rainbow did her best to remain neutral but her body language told a different story.

Fluttershy smiled, "We've been friends long enough Rainbow, I can tell when you are trying to hide your feelings."

Rainbow smiled, "Ok, so I may be... Really turned on right now."

Fluttershy grinned, bent down and kissed Rainbow on lips. Rainbow's eyes went wide as her brain tried to process what was going on. Before she even had time to react, Fluttershy stood back up and wiped her mouth with her arm. She gave Rainbow a big smile.

"Good, because I have some plans for both you, them..."

Fluttershy licked her lips.

"...And us."

Author's Note

This took a bit longer than I thought but I like to think it was all worth it in the end. Just entered my favorite month so hopefully I can finish the final chapter soon because I have some plans for Nightmare Night. But in the mean time, I hope you all stick around, the real show is about to start.

Let me know what you think. I am always open to questions, comments or critiques.