The Flutterbat

“Please tell me you two are done,” sighed Sunset.

“I suppose I am,” purred Fluttershy, still holding Pinkie in her lap with her shaft balls deep inside. “With Pinkie. For now.”

Fluttershy licked her lips at Sunset, but Sunset didn’t see. She tried to pull Pinkie off her dick, only for Pinkie to chrr at her and push herself back on, still rolling her hips as if packing it in.

“I wanna be sure,” Pinkie giggled. “But why aren’t they freaking out?”

“Aw…”, chuckled Fluttershy at Pinkie’s new affection at the idea of bearing Fluttershy’s child. “I think they still believe it was roleplay. That’s probably best.”

Rarity and Twilight slid off the bed just as Pinkie was being turned, having heard AJ and Rainbow’s comments that signified a weakness in willpower. Fluttershy nodded at them to distract the two for a moment, and they went to work.

“Come on now, darling,” Rarity purred to AJ, moving behind her and licking the side of her face. “You don’t want to be one of the only party poopers at an orgy, do you?”

“Rarity…” sighed AJ. “Ah’m straight, girl. Ya know that.”

“Tsk, as if,” Rarity said, her voice going sing-song. “You’ve made an exception for me before… you didn’t seem to mind us slathering our tongue with one another’s pussy juice then.”

“Rarity!” AJ blushed, and said quieter, “Ya weren’t ever supposed to talk about that! Ah was only doin’ it to help out with Mister Cranky at school, ya said he wanted to watch you with another girl to give you a better grade. Even you called it an exception.”

“Oh, no,” Rarity purred. “Believe me, AJ, I know when someone is crushing, and you’ve been crushing on me ever since. I was too polite to mention it before, like with all of my two dozen or so crushes, but I think with you maybe I was crushing a little in return and didn’t want to admit it. There’s a reason I chose you to help me with that despite you being neither a slut nor a lesbian.”

“Oh… uh,” AJ blushed awkwardly, going a bit more limp in Rarity’s arms.

Meanwhile, Twilight moved up behind Rainbow, the athlete squeaking as the most unworthy of nerds reached around and into her nightie to grope at her breasts, the other hand sliding down to her panties.

“Hay!” Rainbow protested. “There’s no way a geek like you could ever make it through the hoops!”

“You might be surprised, now,” Twilight giggled, but didn’t stop, sliding her hand down further and prying Rainbow’s lower lips apart, finding them drenched in the process. “Come on, like Rarity said, you don’t want to be the one that chickened out at the orgy, do you? If AJ joins… it’ll prove she’s more daring that you…”

“Hey now!” Rainbow growled, that statement being far more offensive than the sudden molestation. “I could out-fuck her or anyone!”

“Well, maybe ah do have a little crush,” sighed AJ. “It’s not like me to hide it ah guess.”

“That’s better,” purred Rarity. It wasn’t surprising she enjoyed doing the succubus bit.

Rarity licked her ear again, but this time AJ leaned into it, taking a deep breath. She clenched her teeth and blushed slightly when Rarity reached for her nightie and pulled it upward, but AJ raised her arms to allow it. It was rather cute for the muscle-bound farmgirl to be suddenly at a loss.

“Aw, horse apples,” AJ panted. “Why not?”

As Rarity unclipped Applejack’s bra to free her boobs, Applejack wriggled out of her panties, the cloth sticking to her wet pussy before she pulled it away. As she tossed the away, Rarity ran her hands over her, enjoying the strong, toned body.

“See?” Twilight smirked as her and Rainbow faced Applejack and Rarity, seeing the former give in. “It looks like she’s way braver than you.”

“N-no she isn’t!” Rainbow grumbled, but that was all the encouragement she needed. She pushed Twilight away only so she could fling her own nightie off, throwing it across the room. She pulled off her bra and panties violently, actually ripping her panties apart in a failed attempt to beat Applejack to being nude.

“So strong,” Twilight purred as she fondled Rainbow’s body as well. She was toned and athletic as well, if more lithe and less bulky than Applejack.

“Yeah, my bod is way better than hers!” Rainbow puffed out her chest, despite it being the flattest one there, only to blush as Twilight groped it, then leaned over her shoulder and kissed her deeply. Rainbow showed little more experience with it than Twilight did, their tongues battling a bit awkwardly.

“Mmm let’s foursome with them,” Rarity whispered in AJ’s ear as she grasped her breasts. “If we’re girlfriends now, let’s dyke out hard-core. I know you don’t do things half-way.”

“Damn straight ah don’t,” Applejack said, sliding her own hand back to slip it into Rarity’s cunt, though the lesbian comments were underminded by the hints of cum still in Rarity’s puss. “We’ll even go to Lyra and Bonbon’s next girls-only party if ya want.”

“Or not damn straight,” chuckled Rarity. “And we definitely will.”

“H-huh?” Rainbow was about to protest the involvement of two other girls, but then remembered it was a contest now. Instead, she leaned forward to grasp Applejack by the face, kissing her even more deeply than she had Twilight.

Applejack literally gagged on Rainbow’s tongue for a moment before going in no less fiercely. The two girls grabbed for one another’s breasts and squeezed, AJ trying to impress her new girlfriend and Rainbow just trying to make her give in to her superior lesbian-ness, however that was supposed to work.

The two getting distracted with one another was fine to Rarity and Twilight, since they were momentarily distracted by further changes. It seemed the more of them there were, the more quickly the transformations came about, and they squeaked in surprise as their flesh reshaped between their thighs. It was a surreal feeling, even pleasurable, as their new shiney male bits extended out, their femme bits still safely nestled behin their new ball sacks.

Rainbow and Applejack became more furious in their efforts, each trying to push each other onto her back. When it came to a tie like most of their competitions, they just pushed their breasts together as she intertwined their legs, pushing their slick pussies together and grinding their clits, both shivering in lust.

“I bet she could get you off with her tongue before she could you,” panted Twilight, still getting used to her change.

“I’ll show you!” Rainbow said as if AJ had been the one to say it. “No way this straight bitch can outlick me!” As if Rainbow had ever touched another girl that way.

There was another tussle, which again came to a tie, so in the end they simply lay on their sides facing the opposite direction. Pushing one another’s legs apart, they two pushed their mouths against one another’s slit.

Applejack had the advantage of the cuninlingus pointers Rarity had given her at their previous encounter, not that she had expected to use them after that. She nibbled along her thighs, then nipped at her lips as she rubbed her nose against her soggy clit, concentrating on that.

Rainbow made up for lack of knowledge with sheer determination, ramming her tongue as deep as she could and lapping out a mouthful of pussy juice. She literally gargled it, then rubbed her nose into AJ’s clit as she pushed her way deeper. If she had a muzzle, she probably would have rammed it in without meaning to.

“W-whoa?” Applejack said as she felt Rarity come up behind her, the words muffled by Rainbow’s snatch as the new shaft throbbing against her. “Now ah know you only had a pussy not five minutes ago!”

“What the..” Rainbow sputtered as she felt Twilight do the same. “Are those strap-ons? They feel real… but way too big to be. Yeah, they have to be toys.”

“Yeah, gotta be strap-ons,” Applejack calmed a bit. “Though ah’ve had a guy that was that Big before.”

“Let’s just say we’re increasing the difficulty level of your competition, darlings,” said Rarity.

“Let’s dip into their pussies for lube and then ram their ass while they eat each other out,” suggested Twilight. They didn’t want to risk impregnating them before their mistress after all.

"I’m ready, bitch!” Rainbow claimed. “Ain’t no way a nerd with a toy will make me squeal!”

“Y-yeah,” panted Applejack. “Honestly, Rarity, ah’d be okay with anything you wanted to do to me. Ah’d let you knock me up if that dick was real.”

“Later,” smirked Rarity. She’d ask Fluttershy for second dibs on AJ’s baby factory later.

As Rarity pushed into Applejack for lubrication, she rolled her hips back smoothly, continuing to nibble Rainbow’s clit the whole time. She flexed her ass when Rarity’s tip withdrew and went for the other hole, massaging it as it sank deeper and seeming to be no stranger to butt sex.

Rainbow kept licking at Applejack too, but had a worried look on her face. She tensed when Twilight pushed into her pussy, but twitched her hips as well. She was no virgin there, but the ‘what have I done?’ look on her face said her other hole was. When Twilight took the plunge into her behind, she squealed exactly like she said she wouldn’t, but pushed her hips back in determination.

“Fuck,” panted AJ. “Actually that thing is a bit thicker than… damn.. feels real.” She said and then went back to slobbering all over Rainbow’s cunt with full force.

“Stop pretending you don’t fuck your brother, darling,” Rarity chuckled. “Most of us here have had him. You’d be crazy to pass up that dick.”

“Yeah, fine,” Applejack chuckled nervously between licks and nibbles.

Rainbow’s nervousness quickly disappeared as Twilight rammed her hole. Knowing anatomy, Twilight made sure to angle herself to put pressure in just the right spot, and soon Dash was moving her hips more eagerly against her. She’d probably have been getting boned up the bottom before if she knew it was that good.

Meanwhile, seeing the others distracted, Fluttershy turned to Sunset. Sunset was trying not to look at her still, but sweating up a storm. She could feel Fluttershy looking at her, and knew exactly where things were about to go.

“I can hold her down if you want,” Pinkie offered as casually as if she’d offer a cupcake.

“None of that, Pinkie,” scolded Fluttershy, determined to keep her sex at least arguably consensual.

“I absolutely,” Sunset growled. “Positively, do not consent.”

“Oh?” Fluttershy purred a she tried to slide the giggling Pinkie off her lap, Pinkie clenching her hole around her and purring as she wriggled her hips against her more. “Well I would never fuck a baby into your hot hole without consent.”

“Or fuck any of my holes in general, I hope,” Sunset started breathing heavily, still not looking at her.

“Of course,” purred Fluttershy. “What would be the challenge? Look at me, Sunset.” Finally she grasped Pinkie around the neck with her tail, yanking her off her shaft and exposing the still-erect member for Sunset, glistening with fresh juice.

“Fluttershy, I-” Sunset turned to her, then froze as her eyes widened. She beheld Fluttershy with bat ears, glistening fangs, batwings now extended into a wing boner, and a giggling Pinkie in a neck-lock with her tail. “F-Fluttershy?”

“Yes?” smiled Fluttershy, twitching her ears and trying to look sexy, but mostly looking cute with the animal parts.

“N-no,” Sunset made the assumption she would. “Y-you have to fight it, Fluttershy! This isn’t you!”

“On stop it,” Fluttershy rolled her eyes, then peered into Sunset’s. “I’m not some dark-magic demon trying to conquer the world. I just want to include my friends in my immortal harem. You can’t pretend you haven’t wanted to feel that power again, I can give it to you in a way that will drive you horny rather than insane.”

“It’s fun!” giggled Pinkie, feet dangling off the floor before Fluttershy finally put her down.

Sunset swallowed and stared into Fluttershy’s eyes.

“Look at my cock, Sunset,” purred Fluttershy, sitting up on her knees and grasping it, stroking it slowly. “Get a good look at it, then tell me you wouldn’t enjoy having it in you while looking me in the eyes.”

Sunset’s eyes drifted down to the shaft, widening slightly as if only just now noticing the full size. She looked back up to Fluttershy and swallowed again, but couldn’t say it.

“Way bigger than that tiny boy you dated, hm?” Fluttershy purred. “I heard a rumor you dumped him because of his tiny dick. Want to try a real one?”

“Aw, don’t make fun of him,” giggled Pinkie. “Besides, that forced him to become really good with his fingers and tongue. Seriously, you’d be amazed.”

“It wasn’t like he was the only guy I had,” grumbled Sunset. “I was hardly faithful to him… but damn… I think you’re bigger than even Big Mac.”

“I’ll compare sizes with him later,” purred Fluttershy. She reached a hand out slowly, grasping Sunset’s head. When she didn’t pull away, Fluttershy coaxed her mouth closer to her shaft. “Come on, inhale my musky scent and tell me you don’t want it inside you, fucking you, impregnating you…”

Fluttershy’s natural influence was getting to her quickly as Sunset breathed deep, even if she tried to resist. Sunset reached out her tongue and lapped pre from Fluttershy’s tip, then looked surprised that she did so. She sighed and opened her mouth, slipping her lips over the tip. Fluttershy shivered, but pushed her away.

“Oh no you don’t,” Fluttershy grinned. “You insulted me by insinuating I’d rape you. I’m not going to fuck you anymore.”

“N-no, please,” Sunset panted.

“Begging for it now?” giggled Fluttershy.

“Come on,” Sunset panted. “You’re going to do everyone else right? Don’t leave me out, I’ve been a good friend…”

“Oh?” Fluttershy arched an eyebrow. “Even knowing I’m planning on snuffing your life out as you cum? Pinkie wasn’t joking earlier…”

“I’ve done plenty to deserve death,” Sunset smirked, her demeanor gradually changing to how she normally interacted with them. “Besides, it’s not exactly like real death, is it? It’s basically the opposite.”

“Tsk, don’t take the fun out of it,” Fluttershy smirked, but her cock throbbed harder than ever. Pinkie was one thing, but to have someone like Sunset consent to it knowing fully what would happen to her was a wonderful power-trip, thrilling her.

“Come on,” Sunset smiled at her, moving closer. Fluttershy didn’t push her away this time as she grasped her shaft in both hands, sliding up to her and putting the tip against her bare entrance. “I’m sorry I was mean, okay? Please forgive and snuff me? It’d be super-awkward to grow old when all my best friends are still young sex machines.”

As Fluttershy sat up on her knees, she felt Pinkie behind her lapping at her slit, so she grabbed Pinkie’s neck with her tail again, twisting to lay her on her back before sitting on the squealing girl’s face. She didn’t mind, no stranger to pussy or balls rubbing in her face, and enjoying the combined smell of both.

In one motion, Fluttershy pushed her shaft into Sunset and sank her teeth into her neck. Sunset gasped at the stretch of her wet lips around the massive shaft. She eyed the fangs as they sank in, but sighed as it didn’t hurt like she thought it would, relaxing as the pleasurable poison filled what would soon be empty veins.

Somehow, this felt more like a proper vampire snack than any of the others, Fluttershy wrapping her wings around Sunset’s form to encase her like a cocoon. She thrust her hips as hard as she could, holding Sunset’s body in her wings as she wound her tail around her hips, her claws fondling her breasts. Pinkie’s teeth sank into Sunset’s leg at the same time, getting a taste of what her mistress was having.

“Good,” panted Fluttershy. “I knew you couldn’t say ‘no’ to this dick, you little vixen. Neither will Applejack and Rainbow, and you’ll all be one happy harem.”

“Harem?” panted Sunset, digging her nails into Fluttershy’s thighs and leaning into the bite as she panted. At first her body just bounced, but slowly she began to twitch her hips, then into a full roll as she slapped wet bellies with her friend. “Fuck, you’re deep…”

“Yes, harem,” Fluttershy purred, dragging one claw down Sunset’s back for her to feel the prickle as the other tweaked at her nipple. “You’re going to be my fuck slave. Don’t pretend you don’t relish the idea.”

“With this cock?” panted Sunset. “I’ll definitely relish it. This is… weirdly romantic actually. So who all is in this ‘harem’?” She was getting sweaty encased in the wings, body sticking against Fluttershy.

“Everyone’s immediate families at least,” purred Fluttershy. “Siblings… parents… we’ll work on long-term resurrection for Applejack’s if we can do it without them being gross.”

“And the girls in Equestria?” asked Sunset hopefully. “Maybe my old mentor there? We could visit or have them visit for a sort of ‘meet your other self’ party…”

“Sounds like a plan,” smirked Fluttershy. “My favorite animals too, for sure.”

“You’re going to fuck your animals?” Sunset smirked, though her movements grew weaker.

“I thought you already had for sure,” Pinkie giggled. “I know I have!”

“It isn’t like I haven’t always wanted to,” smiled Fluttershy.

“Dizzy… fuck…” said Sunset, straining to keep her hips moving but getting out of sync. “Fuck I’m really dying… you’re sure I’ll come back, right? Like is there a chance it won’t work?”

“You’ll come back,” promised Fluttershy. She grasped her hips when she weakened, pushing against the wall though keeping her wings wrapped around her, banging Sunset’s body against it harder. Pinkie followed them, slurping harder at the leg.

Sunset spasmed, clasping all four limbs around Fluttershy’s body as the death throes hit her. Fluttershy groaned as the now-familiar pleasure shuddered through her shaft as well, renewing her pounding and expelling a load into her new friend.

This was all so amazing; she hoped Luna visited after so she could let her fuck all her new thralls in thanks, maybe many at a time since they seemed to be growing dicks.