The Flutterbat

The change had been an awkward one so far. Fluttershy spent a good half hour locked in her room screaming when woke up two days later with morning wood when she hadn’t even had dick the night before. The screaming worried her parents, but Fluttershy told them she was upset because she stepped on a cute spider and they believed it easily enough.

It was a rather beautiful piece of meat, and she got a good look at it in the bathroom mirror later that day, at the same time noticing her breasts had expanded slightly. She was honestly afraid to touch it yet though, almost like she expected it might bite. Still, she was honestly curious as to how her own holes felt to Luna, and couldn’t help but eye her friends with increased interest after that. Luckily, wearing a poofy skirt was enough to hide the boners that she constantly got around them so long as she held her hands or a book in front of her.

She also expected she might bite, given the fangs that had sprouted. Fluttershy spent a lot of time turning away from people to hide it when she talked, but luckily everyone took it for her normal shyness and didn’t get a good look at them. The fact that she wouldn’t let anyone hug her seemed to worry some, but they didn’t press the issue. She didn’t know how her friends might react to realizing how chilly her body was now. Well, most of her body.

By the time of Twilight’s Nightmare Night slumber party, Fluttershy wasn’t sure she could keep it under control. Still, her friends begged her every year to attend. Normally she came up with an excuse, but now it seemed weird to not go when she fit the theme so well. Even then, she was a little late with her arrival that afternoon.

Twilight answered the door, wearing purple panties and a night gown. The nightie was Nightmare Night themed, with little moons and ghosts on it, and rather intricately made, but Fluttershy’s eyes focused on the panties and bra beneath it, which she could see through the thin fabric, purple lace with little stars on them. She clenched her teeth to try to keep her new body part from responding.

“There you are!” Twilight smiled. “I’m so happy you made it! I know everyone else will be too!”

Fluttershy was so distracted by improved vision that she didn’t step back when Twilight moved to hug her. She squeaked, returning the hug once it started and backing her hips up so that her new bits wouldn’t be felt, but Twilight took a step back and shivered.

“Goodness, did you walk here in the cold?” Twilight asked. “You’re freezing, come on inside!”

“S-sure,” Fluttershy smiled politely, following behind her and trying to keep her eyes on the back of Twilight’s head instead of her behind. She failed.

As they walked into the hall, Shining and Cadance were standing outside Shining’s bedroom. They were sharing a kiss before Cadance practically dragged Shining inside his bedroom. They didn’t seem to see the girls, and Twilight pretended not to see her brother about to get lucky even though she probably did. Instead they went to Twilight’s bedroom.

“Fluttershy!” smiled Rarity when they opened the door, already holding up a yellow gown like Twilight’s. “Come on in and put on the gown I made you!”

“G-gown?” Fluttershy squeaked.

She glanced around as everyone said hello, realizing that everyone had them on. Rainbow and Applejack were fighting over which horror movie to watch first, Pinkie with her ear to the wall, probably trying to hear Shining and Cadance in the next room, and Sunset was sitting on her knees on the bed, just now slipping her own gown over her sun-themed underwear.

But this was a problem. Fluttershy hadn’t had the guts to buy bigger panties, and her current ones wouldn’t contain her new meat even soft, much less hard, and it was already twitching from all the girls in sexy nighties. There was no way they wouldn’t be able to see it through this thin fabric.

“D-don’t you like it?” Rarity asked when Fluttershy looked reluctant, poking a lip out and pouting. “I spent so much time on it…”

“Oh, no, I love it,” Fluttershy assured, unable to say no to that pouty face, though at the moment she’d love to ram her dick in it. “I’ll just um… change um…”

“Go on and change,” smiled Rarity, immediately happy again. “We’re all girls here.” As if that made it impossible for them to perv on one another.

Fluttershy gulped, going to the other side of the bed before slipping off her shoes and socks She knelt behind the bed so hide her lower half from most of the others, looking back at Pinkie to make sure she was facing the other way. The shameless pink girl had one hand pushed into the front of her own panties as she listened to the action in the next room. She wasn’t even trying to hide that she was fingering herself, but everyone here would be used to such antics and ignore that she was doing it.

Slipping her shirt and skirt off, Fluttershy knelt lower. Her shaft was poking free from the top of her panties as she slipped the nightie over her head and took a deep breath. She tried to adjust it to cover herself, but it was no use. If anyone saw the front, they’d immediately see her male parts through the fabric, the shape if not the color.

“Did your boobs get bigger?” Rainbow Dash asked from the other side of the bed, having settled on ‘The Hayseed Chainsaw Massacre’ as the movie to watch, which Applejack was now putting in the disc player. Dash always was blunt with such questions.

“I… maybe?” Fluttershy squeaked.

“Well, they’re still nothing compared to mine, darling,” smirked Rarity. “No offense…”

“I suppose that makes you the flattest now if she’s fillin’ out,” smirked AJ.

“Mine aren’t flat!” complained Rainbow. “They’re aerodynamic!”

“Oh stop it you guys, she might be sensitive,” Sunset thankfully put an end to the conversation, but smirked all the same. She turned to Fluttershy. “They look lovely, sweetheart. If I were into girls, I’d be all over you.”

Fluttershy just sat there, crouched down so none of them saw her still, blushing so red that she might have been mistaken for Big Mac at a distance. She wasn’t even sure how blushing worked after she had her blood drained, but somehow it did.

“Come on and sit over here,” offered Twilight as she and Rarity sat next to Sunset on the bed, the others shortly following. “You can snuggle if you get scared during the movie.”

Pinkie giggled as she grabbed Fluttershy by one hand to pull her up on the bed. Fluttershy squealed in terror as her dick outright flopped out of her panties and pitched a tent in the front of her nightie, but turned in time that no one saw it.

“What’s wrong, Fluttershy?” asked Twilight.

“Stop screaming,” said Rainbow. “The movie hasn’t even started.”

“Maybe she’s warming up!” Pinkie suggested before squealing in mock-fright herself.

“I… have to go to the bathroom!” Fluttershy screamed.

She quickly fled the room, tears of embarrassment streaming down her face. Keeping herself turned away, she edged her way towards the bedroom door and then hurried across the hall into the bathroom, closing the door quickly behind her.

If Luna really was voyeuring her now like she said she would, Fluttershy wondered if she was disappointed, but what was she supposed to do? How would her friends react to Fluttershy suddenly growing a giant penis? Probably a lot more intensely than they reacted to her breasts edging up a few sizes for no reason.

Fluttershy peeked out the bathroom some time later, peering into the bedroom. Maybe her hearing was getting better, because she overheard more than she felt like she should.

“She’s been in there a while now,” Twilight sounded worried.

“Okay well,” sighed Applejack. “Who’s turn is it to comfort her again?”

“That would be me, darling,” Rarity said. “I’ll go take care of her, it’s no problem.”

They took turns? She thought it was weird that the one that came for her when she ran off crying seemed to alternate perfectly. She closed the door just before anyone saw her, but then she heard Rarity tap at it a few seconds later.

“Fluttershy, dear?” Rarity called in. “Are you okay in there? Do you need me to come in?”

Fluttershy tried to think of something to say in response to make her go away, but her mind came up blank. If the bathroom had a window, she probably would have climbed out of it. Saying nothing though was apparently the wrong answer though because that only made Rarity try the door, which Fluttershy had neglected to lock.

“Fluttershy, honey?” Rarity said as she opened it.

Fluttershy quickly sat on the toilet, turning away. “G-go away. I-I’m using the toilet!”

“Then why is it closed, darling?” Rarity smirked.

Oh right, she forgot to raise the seat. Curse the polite males in this household always putting the seat down when they were done!

“I.. I just need some time alone is all,” Fluttershy whimpered, but couldn’t hide that she was crying in panic.

Rarity walked over to her, kneeling next to her and giving her a hug, smiling as she did so. Normally this would be all Fluttershy needed to start feeling better, but now she just wanted Rarity to go so she could sneak out of the house.

“Goodness, you’re freezing,” Rarity said. “Did you get cold in my nightie? Why don’t I get you a nice fashionable blanket to wrap around yourself?”

Damn. Fluttershy should have thought to just ask for one before.

“T-that would be....” Fluttershy tried to agree now, but found her mouth against Rarity’s neck as they hugged. She took a deep breath, noticing how much better than usual Rarity smelled. Her head felt drunk again, as it had when she was with Luna before, and without even thinking, she instinctively dragged her fangs into position just behind Rarity’s throat. Just one bite, and she could feast, but this was her friend.

“Oh dear,” giggled Rarity. “I do have quite a thing for biting, but usually don’t swing towards other ladies.”

Rarity probably said it as a joke to lighten the mood, but blushed intensely all the same, and Fluttershy could actually smell Rarity’s nethers moistening. Jest or not, she clearly did have a thing for biting, girls or not. In fact, Fluttershy tasted a hint of foundation makeup on Rarity’s neck, as if she’d used it to hide bite marks she already had.

Though Rarity probably didn’t expect her to bite. When Fluttershy did, Rarity moaned louder than she probably intended. A shiver ran through both of them as Fluttershy held her jaw clenched, fangs sinking in, but still resisting the incredible urge to suck all the life out of her friend. It wasn’t easy, she could taste a hint of sweet, delicious life.

“Oh dear!” Rarity moaned. “Did you break the skin? Careful now darling, I think you’re right at my…. Ooooh!””

Fluttershy slid a hand down Rarity’s front, pulling her nightie up and then pushing it into the front of her panties. The clothes stuck to her wet body as Fluttershy pulled it off and confirmed her wetness by sliding her fingers across Rarity’s vulva.

“Darling, really,” Rarity panted. “I appreciate the gesture, I do, but I’m afraid you simply don’t have the parts I’m looking for in a lover.”

“That’s where you’re wrong,” purred Fluttershy as she lapped her tongue around her penetrated fangs.

“Pardon?” Rarity asked.

Fluttershy couldn’t resist any longer. She shoved Rarity backwards onto the tile floor, the girl squealing much like Fluttershy had before. The movie had begun in Twilight’s bedroom, so they didn’t hear any commotion from the bathroom despite both doors being opened. If any of them just happened to turn around, they’d see this, but Fluttershy no longer cared. Even if her blood was drained, she felt like an even more intense energy was pumping through her body, feeling her with insatiable lust.

“Fluttershy, I’m sorry but I said… oh my,” Rarity exclaimed, eyes growing wide as Fluttershy fell with her, the large pulsing meat flopping against her belly in the process.

For a moment, Fluttershy froze, realizing what she’d done and afraid to move, still fang-deep in Rarity’s neck. Both their nighties had come up and Fluttershy’s meat was hanging out of her panties, so only Rarity’s black lace lingerie was separating her friends warm hole from Fluttershy’s warmer dick.

“Oh, is that all?” Rarity chuckled kindly after a few minutes. “I didn’t realize that you were a transgender girl, Fluttershy… honestly you pull it off really well. Seriously, I never would have known, but I assure you no one in here will judge you for it. You’ll still be ‘one of the girls’ to us!”

Fluttershy blinked at Rarity’s curious misunderstanding, but it wasn’t like Rarity had ever seen her naked to know that she wasn’t born with a dick. It didn’t matter though, her cock was throbbing and nestled against Rarity’s panties, and she wasn’t waiting any longer.

“Rarity, I’m sorry,” Fluttershy squeaked against her neck. “But I want your pussy so bad… and your blood.”

Rarity panted, sliding one hand down to dance agile fingers over Fluttershy’s shaft, feeling it up and smiling at what the found. She likely took the blood comment as flirting. Her other hand tugged Fluttershy’s gown down around the neck to grope one of her breasts, but seemed less experienced with handling another girl’s tits.

“So big… oh, that would be a nice tight fit,” Rarity shivered. “Well like I said I’m not a lesbian, but can definitely make an exception for this beauty for some fun between friends. Um… Twilight keeps condoms somewhere in here I think, I’m sure we could find some… though I hope they fit that monster.”

Rarity reached one hand towards the bathroom door, trying to close it in case the others in the room across the hall heard something and turned around to see. She almost reached it when she felt Fluttershy bite harder, squealing in delight at the biting, then moaning as she felt the teeth sink deeper than she’d ever felt before.

Fluttershy was surprised at how amazing it felt. What she feared would be a disgusting habit for her tasted like honey and liquid candy. Her eyes rolled back as she pressed forward. In her excitement, she didn’t even bother to slide Rarity’s panties aside, the cloth holding against her, pushing Rarity’s labia slightly apart, but not yet tearing through the cloth.

“No,” growled Fluttershy. “I want your raw, fertile pussy around my cock.” She couldn’t believe the words coming out of her mouth, but it was just too good. There was no holding back.

“Oh my, you’re not stopping are you,” Rarity purred in a way that betrayed her mood. She still reached for the door with one hand, but the other continued appreciating the shaft, groping further down and lightly squeezing the balls that wanted to empty themselves into her. “Getting dizzy… are you drawing blood? Oh dear… well at least consider pulling that beauty out before you pop.”

If there weren’t people screaming in the movie, the others would have definitely noticed Rarity’s squeal as her panties gave. Fluttershy’s shaft punched through them, the pent up pressure slamming her deep on the first thrust. There was little resistance beyond the cloth, so Rarity clearly wasn’t a virgin. This wasn't surprising considering she made an A+ in every class with a male teacher.

As Rarity’s flesh tunnel encompassed her, Fluttershy couldn’t believe how it felt from this end. Her body rammed with raw instinctual motions, slamming Rarity’s bottom against the tile floor as she nailed her hard. Rarity made an attempt to push back with far more practiced hip rolls, but her movements were more or less drowned out by the violent jackhammer that was Fluttershy’s behind. Fluttershy grasped for Rarity’s breasts, digging her long fingernails in as she twisted them enough to send shivers through Rarity.

“Gods, this is amazing!” Rarity breathed, slowly wrapping her legs around Fluttershy’s hips to feel her muscles tense against her with each movement, her own fingernails digging into Fluttershy’s back. “How… is it just because I’ve never had a bare dick in me?... no… even your smell is amazing… Fluttershy, how are you this intoxicating?”

Fluttershy slurped faster, gulping down blood as fast as she could, unable to resist, but soon she felt the flow taper off slightly, and her excellent hearing heard Rarity’s rapid heartbeat grow unsteady.

“Sweetheart, the biting,” Rarity panted. “It’s amazing but… oh gods…”

Rarity’s body convulsed against her, her eyes rolling back as her body went limp, legs splaying out and hands only staying on Fluttershy’s back because of the fingernails. It was amazing for Fluttershy to see what must have happened to herself from this end of things, and to feel it as Rarity’s whole tunnel spasmed, violently milking her dick in some kind of perverse deathgasm. Her pussy churned, juice splattering out over Fluttershy’s belly, drooling down her balls and forming a puddle on the floor beneath them.

But no sooner had her heart thumped to a stop, Rarity’s vacant eyes refocused. Her legs gripped Fluttershy’s hips again more tightly, her hands dragging down her back. She arched her back and moaned as the last drops of blood were milked from her body. Much like Fluttershy had, the girl didn’t even seem to notice that she’d died, and what did it matter? Once she realized, she’d be thanking Fluttershy for making her young and beautiful forever. This gorgeous girl didn’t deserve to age.

“Beg me,” Fluttershy growled against her throat.

“Y-you’re already fucking me…” Rarity panted, still pulling her new state of mind together.

“Beg me to impregnate you,” Fluttershy purred. “To make you mine, forever.”

“Yes,” Rarity gripped her harder, already showing signs of a strength increase. If Fluttershy wasn’t what she was, she wouldn’t have even been able to move her hips against those clenched legs. “Knock me up… I’m your slut forever…”

Fluttershy felt a little self-conscious for not lasting as long as Luna had in her, but it probably couldn’t be helped. Either way, it was the most intense experience of her life, blasting a wad of sperm into Rarity’s waiting womb. It just kept going, probably enough to replace her blood if it needed to, and maybe it would for all Fluttershy knew. She felt Rarity’s belly swell slightly at the load.

As she finally came down from her bliss, Fluttershy pried her teeth from Rarity’s neck. She had ceased bleeding, and the wound healed over as quickly as Fluttershy’s had, though still left a scar from her creation. At that point, Fluttershy found herself staring down at Rarity’s equally sweaty body and exchanging a few awkward glances

“W-we should get back to the party,” Rarity cleared her throat. “U-unless you want to do something else?”

Luna had indicated that she was making Fluttershy a ‘full’ vampire, which implied Rarity was now some kind of thrall, but Fluttershy wondered if she even realized it. She also wondered if she’d grow a dick like Fluttershy had, but decided to leave that as a pleasant surprise for her if it happened.

“S-sure,” Fluttershy blushed.

Fluttershy slowly withdrawing her shaft from Rarity’s tunnel, feeling it clench tightly as if the girl didn’t want any of the precious fertile seed to escape her womb. Rarity seemed to notice Fluttershy’s embarrassment as she came down from her lustful high, raising her head and giving her a kiss to let her know it was fine. They batted their tongues together for a moment before they pried their sweaty bodies fully apart.

They gave it a few minutes to stop panting and readjusted their gowns a bit, then both went back to Twilight’s room. But now Fluttershy was seeing things differently. Instead of being a room full of potential shame, this party was now a buffet of delicious food and potential offspring.