About an hour earlier...

"Spike?"

"Yeah?"

"Walk with me over here. I have something I need to tell you. It's best if you hear it from me before word gets around."

"Huh?!"

I carefully laid my arm around his shoulder and walked with him to the far side of the room. When I was sure it was private enough, I whispered in his ear.

"Okay, Spike, I'm going to keep looking serious, and I need you to look like I'm giving you horrible news. Don't say anything. Look concerned and nod your head."

He did.

"Good. I'll explain everything later, and don't worry! I have an idea and this is going to be great! Don't look excited. Keep looking sad, and nod."

Once again, Spike silently complied. I glanced back at the others, who still thought I was giving Spike "The News." Good. I turned back to Spike.

"Here's what you're gonna do, cause they can't find out what we're doing or they'll definitely try and stop us. You need to meet me just before sunset at Fluttershy's cottage. Only walk up if I'm alone out front. Now, we need to make sure they don't follow you when you leave. When I finish talking, droop your head like I just gave you the worst news you've ever heard. I'm gonna tap you on the shoulder and then you're going to punch me hard in the arm. Do it. Don't ask why. Then march out like you're angry and if anyone says anything, just say 'I don't want to talk about it.' Now I'd ask if you got that, but I'm going to explain it one more time."

I repeated everything and asked if he got it. He nodded one last time. Then I told him to droop his head. After that it was perfect. Spike did everything I asked.

Good man - uh, I mean, dragon.

* * *

Present time...

Exhausted and dripping sweat, I stood outside of Fluttershy's front door. My hands were on my knees for support, and I began to feel a good kind of tired. Sure, I'd be sore tomorrow, but it was a soreness that made me stronger. I smiled at the familiar sensation. Today had been a very good day. So far.

After saying goodbye to the Cutie Mark Crusaders, I pushed myself as hard as I could possibly go. I figured it'd take a short time to get back to the cottage, but I underestimated how badly I had gotten turned around. It was just as well, for I was now puffing like a steam engine and I knew without a doubt that if my plan for Spike was to succeed, I had done half the job perfectly. Now for the hard part.

I picked up my head, still puffing from my exertion. Just a few more minutes. Then I'd head in. But this was so comfortable right now. Just a minute. And that minute came earlier than I thought.

At first I believed I was hearing the wind until the *Thump!* behind me said differently.

Don't be Rainbow Dash. Please don't be Rainbow Dash.

It wasn't. It was worse/better.

As I turned my head, I saw that there stood Fluttershy: incredibly pretty in her cute outfit. No, not pretty. Sexy. My tired brain fought for something to say. Nothing safe came to mind. In rapid succession I cycled down a list that consisted of (but was not limited to): "Damn, girl," "Didn't you just drop put of heaven," "If I said you had a hot body," "Can I help you out of that?", and "Duh duh dur duh dur."

I stood up straight and went with the most brazen one I could muster.

"Hi."

Fluttershy nodded her head and made a little, "Mmm," noise. The sound set off a now familiar sensation I had to name as my "cuteness sense." Right in my gut it twisted in knots, but knots of brightly colored ribbons. If it gave me butterflies in the stomach, they were glittery with confetti raining down behind them. And I felt it tingle my face as it forced a smile and a desire to either laugh or giggle. My inner "Man Card" cried out that it was in need of renewal. But even as my new sense was tingling, I could see that Fluttershy was clearly nervous.

She had turned her head halfway from me, one eye hidden in that shining, pink mane. She also seemed to be shifting from hoof to hoof a little as she clutched at a little satchel she had over her shoulder. It was decorated with some beads and had an interesting design in its making. Her eyes darted to it at least twice as I watched her.

"Hey, are you okay?"

Now she was looking at the door with an almost pained look on her face. I stood between her and it, and I was getting the impression she really needed to get past me.

"I...I wasn't expecting you to be home," she whimpered (there was no other word for it). "I mean, um."

"Look, it's okay. If you need the bathroom that bad, just go ahead." I stepped up and opened the door for her.

"Wait! How did you -? Oh, yes. The bathroom. Yes, I really do." She practically sagged with relief, and then trotted in to her house.

Just before she past me and went hrough the door, she stopped and I saw her clearly sniff the air. Once. Twice. Her head slowly swiveled to look at me and her stare...gave me great pause.

Were her pupils always that size?

For three seconds she trembled all over and then ran inside, a tiny "Excuse me!" thrown over her shoulder.

I stood there wondering what I had just witnessed. Why was she so nervous? Did she really need to go that badly? What was in that satchel? Did she normally get like that? I'd only known her for two and a half days. Maybe.

Maybe she has a gift for me in there and she's scared I'll get wind of the surprise?

It was as good a theory as any. It was odd the way she sniffed for a second. Did I really stink that much?

Well, I should. It's all part of the…

"...plan," I said aloud. My mind was suddenly trying to see if 5 and 5 made 10. Was it possible that…?

No. She's not in heat. Rarity is. Stupid. Don't read too much into things. It's not like you're an expert on ponies, anyway. Or females in general.

Anyway, it was time to get out of these clothes and change. I sniffed my armpit. A shower would be good, too.

Man, I'm taking a crap-ton of showers.

When I got to my room, I was unnerved by the lack of dirty laundry. Had Fluttershy taken it all? Even the bedsheets?

Did she know what happened? Was that why she was nervous? Did she think I was jackin' it and now she thinks I'm a perv?

-Holy shit! Slow down! You have no idea what's going on. Don't drive yourself nuts.

Sighing deeply, I nodded and peeled off my practically sweat soaked clothes. I then grabbed the other set Rarity had made for me and peaked out, down the hallway. The bathroom was closed and I could see a light under the door. There was a distinct sound of running water. I ducked back to my room and waited a few minutes until I heard the bathroom door open. There followed a sound I couldn't place, so I gently cracked open my door and listened. It was Fluttershy, and she was making a continual stream of "Ooh no," "Ooh my ," and a series of whimpering squeaks. Something was definitely up.

No time to worry about that now. I'm naked and sweaty. It's time to Run!

I shot down the hall and into the bathroom. Being tired and with a little time to kill, I decided to have a longer shower. I really took my time and enjoyed the warmth and feel of the water. Then I started wracking my brain for a song to sing.

Something I haven’t sung in a long time. Damn. Something long and with a lot of feeling. And I love singing high notes. Oh, there’s so many and now that I want to think of it, I can’t!

This went on for a stupid amount of time, when finally it hit me: “Bat out of Hell” by Meatloaf. Yes! That was a song that seemed to require every inch of me to get into it, to let loose the feeling inside. I went at it.

Man, this is so much shorter without the instrumental bits.

A little over five minutes later, I was out and toweling off when I heard a sound. A couple of sounds.

“Does Fluttershy have mice in her house? Hmmm. Maybe a whole family by the sound if it.”

I was looking at myself in the mirror while I spoke. It was funny to me as I watched myself change expression to answer my own question with a shrug. Someone once told me that most of the men in my family get caught up in their own reflections, and I was no different. It was like I was my own audience for entertainment, like a really dumb and short reality show. I shrugged.

“Ehhh, in this world they probably have a tiny table with chairs and they’re having their own tea. Best leave it along.”

The sound had by now stopped, but it sounded like they were in the walls nearby. Possibly near Fluttershy’s room. “Oh well, no time for that. Time to see a dragon about a mare!” And with that I dropped my sweaty clothes in my own bag and went off to the front door to wait for Spike.

Turns out I didn’t have to wait long.

* * *

Fluttershy slammed the door to the bathroom behind her. She had just rushed in after having…”experienced” Brendon at the front door. It had been almost terrifying and she was trembling all over.

First, she had never expected to see him right there when she landed. For a second she had wanted to take off immediately, but that would have been so rude. So she was trapped! There he was and she didn’t know how to stand being near him when her heat was building. She tried to not stare at the way his pants hugged his...everything back there. And the way he was bent over. And the way his shoulders seemed so broad and strong and wouldn’t she just love to run a hand over all of that...stallion.

She snapped out of it as he turned his head to look at her. Again she realized she was caught. Could she get away with eating a bit of the cake in her satchel? What if he asked her about it? She needed to get past him but that meant, well, walking right past him. This sweating, smiling, panting (oh how she’d make him pant some more) man. After an awkward exchange, he offered her the open door. She had panicked inside when he mentioned she had to go to the bathroom. How did he know she Needed to cool down? The feel of cold water on her skin would be such a relief. Then she realized the out that he had given her. She took it.

And he had opened the door like a gentleman. That was very nice of him. He deserved a reward. Maybe a gentle nuzzle and then she’d - ! Fluttershy had to restrain herself again. Her whole body told her that if she started anything she’d need do something else and then something else and then it would be...rather heated. She wasn’t sure how much of her fantasies at this moment were because of the heat, or because she knew she was in heat and it was a (wonderful, blissful) excuse for her to give herself permission to have them.

With all this bouncing through her skull, she was about to walk through the door. Then an odor hit her nostrils. What was that? She sniffed the air deeply. It was musky, but somehow it seemed so...masculine. She sniffed again. She couldn’t think anymore. It was enticing her. Nearly overwhelming her in her fragile state. Quick as a flash she knew where it came from. She slowly turned her head, all the while telling herself she shouldn’t, and looked straight at Brendon. That smell. That heavenly smell. It was him! For three seconds it took all her effort to stand still. Her whole body trembled with the effort to not jump on him and then rip the clothes off - Her thoughts were interrupted by a warm feeling of liquid sliding down her leg. Her loins were aching and a twitch in her panties finally told her she had to do something fast. She wasn’t sure how she managed it but she ran inside and was upstairs in the bathroom, slamming the door behind her.

“Ohhh. Oh no. Oh my. Oh my. Oooh My!”

This repeated itself, in one form or another, for a minute or two as Fluttershy tried to still herself by sheer force of will. Her words helped keep her thoughts from forming as she tried filling the spaces in her thoughts before other images wanted to fill them. Finally she rushed over and splashed cold water on her face.

“Ahhh!”

Slowly, it seemed, she was somewhat calming down. She stood up and looked at herself in the mirror. Then she daintily lifted her skirt and peeked at her panties.

“Oh no. I guess I’ll have to change my clothes too. Ohh, I’m such a bad pony!”

Quickly she rushed across the hall to her room, still muttering in her panic. She had been been there a second or two when she heard the bathroom door close again. Brendon had to be in there. What was he doing in there?

“No! I mustn’t think of that. I need Zecora’s cake.”

She reached into her satchel, careful not to touch the other package she carried, and pulled out the wrapped confection. Her mouth was open, the cake was inches from her tongue, when she heard the shower turn on.

Brendon. Naked. Again. But this time her mind went right to where it had been this morning in milliseconds, then far beyond that in three more seconds. She could make it all go away. She just had to eat the cake - no, not even that! She just had to nibble it. The whole cake would stop a rampaging mare in the middle of a mad charge. That was the picture Zecora has painted for her before she had left for good. Just a tiny bite, and she’d be in control of herself.

Now, however, she didn’t want to be. Her mind was filled with images that she knew would bring her great pleasure. Half of them made no sense, and she had barely a real idea of what breeding was really like. Just the thought of running her hands over his muscled body...

“No,” she whispered to the air. “No no no no no. Get a hold of yourself, Fluttershy. What do you really want."

This struggle lasted all of a minute. Then she knew what she had to do.

Dropping the cake back onto its wrapping, she backed herself against the door and listened. Her legs were already apart and her hand was lingering on her skirt, teasing herself through the twin fabrics of the skirt and her panties. Finally, knowing if she did nothing right now she’d run into the shower and beg him to wash her as well, she put one hand down and touched herself through her panties. They were already soaked and the soft contact send a single stream of liquid spilling over and down her leg. She nearly banged her skull on the door as she threw back her head. Gritting her teeth from the effort of holding back, she kept working her hand, trying to find every place where she could touch to find the most pleasure without going under the soaked, sticking fabric. She slid all the way down to the floor in a sitting position, her legs now spread out before her. Her throat ached at the effort to not let anything above a whisper escape her lips. And then the singing started.

This fired her up, knowing that Brendon couldn’t hear her with the water running and his own voice echoing in the bathroom. Her hand darted inside her panties and she pressed her fingers right up against her lips, feeling the juice squish around and between them. She moaned and squealed at the delight, her eyes wide open in astonishment at never having felt before this sheer amount of physical pleasure. She bit her lower lip, smiling so brightly at the idea that she was now letting go, uncaring of what happened and what she did. Brendon, himself, probably wouldn’t judge her if he saw her now. Oh, how she’d treat him if he did walk in at this very second.

All through this, part of her was trying to make sense of the song he was singing. Her own noises made it hard to make out. Something about a male wanting to be with a female so badly but then saying he had to leave her when it was all over. She definitely understood Brendon when he sang:

“If I gotta be damned, you know I wanna be damned
Dancing through the night!
Dancing through the night!
Dancing through the night with you!”

Oh, that wasn’t dancing he was talking about. At the crash of his voice at the end of each “night” she rubbed herself harder. But then at the loud “you!” at the end she finally plunged one finger into herself. Fluttershy's breath caught in her throat. She practically fell over. The heat in her body, which had been building so much all this time, became nearly unbearable. Her skirt was fine, and she couldn't stand to put her legs back together to get them off. Her blouse on the other hand, needed to come off. She reached up and tugged upwards. When she tried to pull it over her chest, the touch of her hands told her how sensitive her breasts really were. She paused for an instant and then ripped the fabric in her desperate need to feel them. Grabbing at the butterfly shaped hole, she tore the whole thing in two and then grabbed her bra straps and pulled her bra downward. She placed a hand on one breast and gasped at the sensitivity. Her other hand slowly found its way back to the inside of her panties. The wet fabric practically clung to her fingers as they probed and searched for her private depths, knowing there had to be something else, something that would be the peak of this mountain of ecstasy. She writhed as she groped her breast and plunged one finger into herself.

Then Brendon's voice hit high and louder than it had hit before.

"When the day is done
And the sun goes down
And the moonlight's shining through…"

In the brief pause she kept thinking here it comes. Here it comes.

And then he practically yelled the lines, filled with passion, and Fluttershy, not even knowing what it was that did it, found her "button" and came in an explosion of rapturous thrill that rang out inside her. Her back arched, her pelvis in the air as she cried out at the end of each line.

"Then like a sinner!"

"Ah!"

"Before!"

"Ugh!"

"The gates of Heaven
I'll come crawling on back to you!"

"Ooooooh..."

She couldn't hear anything else he was singing. Not distinctly. The only sounds she could hear were her own, and the new sound of her cumming hard through her panties and spilling down to the floor. She rode a wave of feeling that didn't seem to end. Though it didn't peak like that moment she'd just had, still she couldn't stop touching herself. Her voice eventually devolved into a series of squeaks as she kept on riding wave after wave that hit her, all the while imagining it was the man touching her, the man making her feel good, and knowing he would somehow be so much better than this.

A few times she whispered his name in a kind of pleading desperation, as though her words would conjure him to her side. Like she'd somehow pull the man out if her fantasy and he'd be there in every way she desired.

His hand was on her breast. His hand?/penis?/something? was at the entrance to her sex.

"Ooh, Brendon please. Please please please, don't stop…"

The sound of water stopped and still she squeaked in a puddle of her fluids. Then she heard him say something.

Her hands pulled back like she'd been burned. She gasped and forced herself to stop breathing. She waited. Some other words came from the bathroom but her heartbeat was too loud as it thundered in her ears. She wanted to get up, but every part of her was exhausted. Still a smile lingered on her lips, even as part of her feared his walking in. Another part wanted it so much, thinking how she'd smile up at him and ask him to help her, oh please help her. Then she'd show him what she needed him to do.

When she heard him leave the bathroom and his footsteps quickly walking away, she let out a long breath in relief. So she lay there panting in near silence, a feeling of relief, longing, and guilt mixing together within her.

"Oh my," she said at last. "I really need to clean this up."

Standing up, she caught sight of herself in her mirror. Her hair was all out of place, the tattered remains of her blouse clung to her shoulders, her bra sagged beneath her heaving breasts, her nipples standing out like soldiers at attention, her skirt falling down, and her panties so twisted she could clearly see the outline of her southern lips. Fluttershy's ears pulled back at what she had made of herself.

"Oooh. I really am a bad pony."

Then a bold thought took hold and she straightened up and smiled. It was a different smile for her.

"I'm such a naughty pony."

* * *

The sun was just setting as Spike the dragon came within sight. I'd only been standing there a minute and I was giddy to see this thing through. I waved to Spike, and took my backpack from off my shoulder. I opened it as he walked up.

"Hey, Brendon! What in there?"

"Hey, Spike, perfect timing! This is your ticket to happiness. Change your clothes and put these on."

"What? Where? Why?"

"Behind that tree! I don't care. And the less you ask the better."

"Fwuaah! These stink! And they're wet! Is this your sweat? What is this?"

"Just be quiet and put it on. You'll thank me later."

"No, I want to know what this is about! This better not be a prank!"

"Spike, no, I wouldn't do that to you." I paused. "At least not yet. Definitely not in this area of life, trust me."

"Brendon, tell me what's going on."

"Oh come on we don't have time for this! We need to get to Rarity's!"

"What does she have to do with this?"

"Oooooh, damn it. Fine! Okay okay, short version: Rarity measured me for some new clothes and I somehow set off her heat and, uh, she tried to jump me."

Spike's face hurt me more than if he'd punched me. "What?! What did you do to my Rarity?!"

"Nothing nothing! I swear, I didn't touch her!"

She touched me, though.

"But she - and you - and then Applejack said…"

"Look, stop thinking about that part of it. She's still got some time left for my plan to work. We need to move."

"I still don't get what -"

"Put

"The

"Clothes

On!"

"Okay okay! Geez!"

Spike scurried behind a tree and in a flash had changed into my clothes.

"They're too big!"

Yeah they were. It was like a child in an adult's clothes.

"Won't matter. My guess is you won't have them on for long."

"Wha-?"

"Shut up and let's move. We need to get to her place with no one seeing us. Lead the way, my dragon man!"

Through a series of ridiculous luck and idiotic stupidity, we got to Rarity's boutique unseen. We made our way to the front door. I glanced around. There was no one in sight.

Then I knocked on her door.

"What are you doing?!" Spike whispered.

"Shhhhh! She can't know you're here! Not yet! Shut up!"

There was a strained silence and I almost panicked. What if she wasn't home? What if she went to sleep early? What if -?

“Go away!”

It was muffled, but it was her.

“Rarity! It’s me!”

“Who? I can barely hear you.”

“It’s Brendon. Please let me in.”

Spike’s look of panic and silent pleading for me to stop almost made me lose it. If only he knew what was coming.

“Brendon?! You...you can’t be here!”

“I wanted to let you know there was no hard feelings. And maybe...maybe we could pick up where we left off?”

“You - you - y-y-y-you w-w-want…” There was a brief pause. “I’ll be right there!”

“Wait! Keep the lights off! I was told not to come near you. No one should see me. Please don’t turn on any lights.”

“Ooooh, like it in the dark, do you? Ooo I’m very interested in what I’ll... blindly grope around for.”

Spike looked like he was going to kill me/run away. I gave him a thumbs up. It didn’t help.

I heard a series of locks being unbolted. I cringed to think of what that meant if I actually went in there. The door slowly opened a crack and the entrance was a black impenetrable sheet.

Speaking of penetrating.

I grabbed Spike and (after whispering "Have fun" in his ear) shoved him through the door, keeping myself out of sight, and slammed the door behind him. I heard a sudden intake of breath and a voice saying, “Wh-what is that heavenly aroma? Ooooooh, is that...I...give me just a second - GIVE IT TO ME!”

There was a crash and a thud and I began to walk away slowly. I was a few blocks away when I heard, clear as day, a shout of “I don’t care Who you are! I need it now!” This was followed by the scream of what sounded like a girl, yet didn’t sound like Rarity. Then I heard Rarity cry out “Now I have you! Let’s see how you taste!” I paused but heard nothing else for a little bit.

After a few more blocks I heard what sounded like a cheer of “Whooo hooo! Yeah!”

I smiled. There you go, Spike. There you go.

Author's Note

Wow! I really need to stop and thank all of you. Maybe I'm too new at this, but this story exploded! Over two-thousand views? You guys and gals are great! I really hope you all enjoyed this chapter. The next one will hopefully be up in another week.

Two more quick things. 1) Did anyone wish that I had put a clop warning on this? I hesitate to interrupt the flow like that (not complaining for other authors, it's just a thing for my writing) but if people really wished they'd had a heads up I'll do it in the future.

2) I'm actually very relieved NONE of you responded to my last request at the end of last chapter. I think I came up with something great. Now I need to find some way to set up the event, if at all possible. Muahahahhahaa!

You all have a great day!