It was a beautiful day in Ponyville; the birds were chirping, many ponies were bustling about, and the town hasn’t been attacked in at least a couple of months. However, not everypony was in such a tranquil state, most notably the ex-showmare Trixie Lulamoon. She was... resentful, to say the least. She was resentful of Twilight Sparkle, the new “Princess of Magic” (Gah, even thinking of such a pony becoming so important was painful), of Ponyville and its inhabitants for how they completely destroyed her reputation, but mostly of herself, for how low she has fallen and what she has done.

Just three years ago, she fell so far into jealousy she attempted to use the Alicorn Amulet to take revenge upon Ponyville and Twilight, only to be fooled into giving it up by said damned purple unicorn.

But now, Trixie realizes what she has truly done, and, while she still is abhorrent of Twilight, she does want to make peace with those she has pained. The only problem is that of the ponies being still so resentful towards her for what she has done in the past that they never give her a proper chance to make amends. She does remember, however, a particular pony who may be willing to be at peace with her. She doesn’t know much about this mare, only how secluded she is and her peaceful nature, which she only knows about from eavesdropping on some random conversations from when she was sneaking some of the nearby cities, trying not to be noticed as who she really is so that she can have at least some semblance of a normal life. Trixie had to keeping going going between cities nearly every month because somepony would out her as ‘that flamboyant showmare who nearly destroyed a city.’ Ponies can be so unforgiving sometimes.

That’s what most of her recent problems were about: ponies not caring for any chance of her changing and always seeing her as what she was at her lowest. It was as if Celestia got caught raping somepony because she wasn’t able to find a proper lover (or make use of her harem if those rumours were anything to go by). Nopony would ever forget about it, and they would likely never give her credit for everything else she’s done or a chance to redeem herself for that single slip-up! Granted, Trixie’s case wasn’t nearly as bad, but one should expect those who claim to specialize in friendship and peace and who have forgiven the literal God of Chaos himself to forgive her for doing something so rash while in so much pain after how they treated her with her encounter with that bloody Ursa Minor, especially since she actually tried to stop it and effectively delayed Ponyville’s demise enough for Twilight Sparkle to stop it.

But noooo... Twilight gets all the credit while Trixie must languish in obscurity and pain for all eternity! She was grateful that at least the princesses didn’t see her that way, else she’d probably be banished to the moon for a millennia. And possibly worst of all (she wasn’t really able to order all of that hate), Twilight later becomes and alicorn, and thus royalty! The world really conspires to help that mare, doesn’t it?

Whatever, she haven’t enough time in her life to dwell on that. She needs to fix her reputation so she could at least not be pelted with insults and chased out of the city every time somepony so much as looks in her direction. And that meant meeting with this mysteriously kind mare and have her understand just what she has been through.

So here Trixie was, walking around the outskirts of Ponyville in the middle of the day, far enough not to be identified, looking for a pony she has never met before in her life to try and get her to help fix her life. That may have sounded rather selfish, but she really didn’t have the stomach to care at this point.

“Trixie is beginning to wonder if this pony really exists,” She thought to herself while travelling across the east side of the town, nearing the Everfree Forest. “She has been around the entire town, and yet nothing!” She huffed.

Trixie then began to see the edge of the Everfree more clearly and was still unable to find any place of residence that this mare could possibly live in. ”Still nothing. The only place for Trixie left to check is the Forest, but there’s no way anypony would actually live there... right?” She questioned, beginning to contemplate just if this mare is really is as sane as she seems.

”Well, Trixie supposes somepony could live there, but she questions the efficacy of such a living. Would this mare really risk her life so much just to not be around other ponies?” Her stomach growled, once again reminding her of her lack of food. “Be quiet, you’re not helping,” She scolded her stomach for its interruption. ”...don’t all ponies of this town risk their lives by being here? There are major attacks here pretty much every year, but they still live so happily!” She exhaled heftily from her mental and physical exhaustion and examined her options while coming to a stop just outside the Everfree.

”How much bad could really come out of this anyway? The worst thing that could happen is gets brutally killed by whatever monsters are in the Forest, but at least that ends Trixie’s pain.” She normally would have been in shock hearing anypony utter such a statement so sincerely, but with her how she is now, she felt she truly understood such thoughts. She sighed once more at her thoughts on the prospect, knowing that such negative thinking would not hold out in the long run. When she started moving again, she continued to review the possible outcomes. ”If this mare truly does exist, and she does believe me, what’s to make other ponies believe her? They will all think she’s a traitor, helping Trixie for her own good and then they’ll reject her as well. Then all Trixie will have done is dragged somepony down with her!” She began moving through the Forest, weaving around trees and hopping over small bushes while still in the line of sight of Ponyville. ”Or... or what if she fears that she’ll be seen as a traitor and alerts the villagers, or worse, Twilight Sparkle herself, to my presence?!” Her eyes began to well up with tears at the thought of being rejecting so thoroughly... again.

Just then, Trixie noticed something, just some patch of color that was different than the rest of the forest that seemed way off in the distance. It completely caught her attention and she started moving toward it. “Is that it? Is that her home?” she asked herself, her interest piqued. She was exhilarated, only to once again become depressed as she remembered her earlier thoughts about what could happen if she asked this mare for help. ”I-… Trixie doesn’t want to hurt her like that...” She then began again pondering the consequences of showing herself to the mare in the house she has just found, but still moved towards it as though she were fully intending to do so. “I-i-if she does reject me, then I can just go and-” She gulped, now nearly at the door of the house, and crying profusely. ”T-Trixie can just go and kill herself in the Forest!” She yelled internally, as if she were trying to convince herself of her choice.

Trixie then stood at the door of the as of yet unnamed mare’s home, her hoof raising slowly and quivering like mad, while her eyes were near-constantly pouring (the only reason for them not constantly pouring being the lack of fluids in her system.) She finally managed a quiet knock, though even that required prodigious amounts of force to circumvent her subconscious terror.

The terror kept build as the seconds ticked by like hours, and the only thing keeping her from fleeing out of such terror was that the terror itself was paralyzing her. Eventually the door opened a crack and bright yellow mare with a long, smooth pink mane was seen peeking through the opening. “T-Trixie?!” She asked, bewildered. She then all but threw the door open to fully view her guest, who was still crying heavily. “What are you doing here? W-What’s wrong?” She asked, sincerely and sympathetically, to Trixie’s surprise. The cerulean unicorn still stood there, eyes still nearly spouting waterfalls, mouth partially open, trying to express her emotions, but couldn’t get anything out.

“Do- um... do you want to come in?” She politely asked. Trixie still didn’t move but her muzzle was twitching while trying to formulate some form of verbiage. She then abruptly closed her mouth and eyes, attempting to calm herself. It took several seconds for Trixie to open eyes and simply say “Y-yes,” while looking towards the floor.

The yellow mare then moved out of the way to allow Trixie’s entrance, to which she obliged, albeit slowly. Once inside, the host closed the door and moved in front of Trixie and faced her somberly. “Um...” the shy mare started, getting her guest’s attention. “Would-would you like some tea?” She finished.

Trixie quickly nodded.

“O-okay, you can rest here,” She pointed to one of the couches in the center of the room “and I’ll go make some tea.” She then hurried over to the kitchen and started working on the tea while Trixie slowly shuffled over to the couch, still looking towards the floor. ”I guess she really is that kind,” she thought, trying to decide whether that better or worse than her being more normally kind, as the thought of dragging her down with her re-surged more powerful than before.

”Well, there’s no backing out now,” Trixie thought while sitting down on the side of the couch and leaning into its back. She began to contemplate the consequences of her meeting this mare who she still didn’t know much about for a couple minutes, before that same mare came out of the kitchen carrying a tray with two cups and a teapot with her wings. The pegasus laid the tray on the table in front of the couch and sat beside Trixie, but not close enough to touch her. “Um... I-I'll let you talk when you’re ready...” The pegasus said rather quietly. A few more minutes passed in which Trixie and her shy host sat there sipping tea in silence before Trixie began to speak, her eyes now only somewhat leaky.

“T-Trixie has come to... make amends... with those she has wronged.” She said slowly, trying to choose the best words, even though she was pretty sure the mare to which she was talking would understand her whatever way she said it. “She...” she swallowed, still nervous around this new mare, and looked to her side to see her, and starting to see some of her finer features. “She wants to apologize.”

The yellow pegasus quietly nodded in understanding.

“But... but whenever anypony sees Trixie, they see her as infinitely evil and-” She sniffed and wiped some of her tears of her face before looking forward again. “...and irredeemable.”

The shy mare looked down and nodded slowly, showing somber understanding. “How... how long? Since the um...” She glanced around, as though looking for the least sensitive way to phrase her question. “Amulet?”

Trixie inhaled and exhaled slowly, trying to calm herself before continuing. “...Yeah.” She looked back down at the floor and wiped some more tears from her still-leaky eyes. “Trixie tried to live on her own for a few months, but she realized that she needed to visit town for food, but as soon as she was spotted, she was chased out.” The yellow mare beside her sniffled as some of her own tears started coming out and she leaned into Trixie and wrapped a wing around her to comfort her. “Trixie has managed to be in the cities for some time with some conservative clothing and light illusion magic, but sooner or later, somepony notices.” She began to lean into the mare next to her as she started to cry more.

They sat there for some time, just basking in each other’s comfort before the yellow pegasus started to speak. “So, why... why come to me?” She asked, causing both mares to look towards each other.

“I... Trixie has heard you were nice and away from everypony, so she could talk to you without other ponies seeing or hearing her.”

The other mare nodded solemnly and begun to glance around the room but looked back at Trixie when she resumed.

“And, um... since she doesn’t even know you so you wouldn’t hate her as much...”

“Oh!” the yellow mare suddenly exclaimed, although quietly. “I’m sorry, I haven’t even told you my name. I’m Fluttershy,” She said with a slight blush creeping up on her cheeks.

“That’s alright. Trixie should have probably asked.” Trixie said as she started to relax.

“No, it’s- I guess it just never came up.” Fluttershy showed a small smile, being relieved at how casual their conversation was becoming. “So, umm... is there anything else you wanted to talk about right now?”

Trixie paused for a moment before remembering one of the key parts of her internal rant less than half and hour ago. “Yes, Trixie wants- well, needs to talk about why ponies hate her so much.” She stopped for a second, internally wincing at the memories of what she did, before continuing. “The Ursa Minor.”

Fluttershy’s eyes widened at the mention of that, likely out of remembering how afraid she was that day.

“Trixie doesn’t understand why all the ponies treat her so horribly after that. She may have humiliated a few ponies, and she wasn’t able to stop the Ursa, and she was only trying to stop it to show off, but she did stand up to it! Even in the case of the case of the humiliation, it was harmless. Trixie never wanted to hurt anypony...” She ended with her voice breaking up.

The yellow pegasus resting against her started to look slightly guilty and sad at her guest’s own sadness.

“And-” Trixie continued, slowly welling up with tears again, “and Trixie has changed since then! It’s been so long; why won’t anypony give her a chance?”

Fluttershy let her pale blue companion fall back to silence before beginning. “I am. Giving you a chance, that is. And, while other ponies may not be privy to you right now, I assure I will try my hardest to change their opinions about you.”

“R-really!? You’d do that for Trixie!?” Trixie exclaimed, nearly jumping out of her seat with excitement, her smile filled with optimism and glee.

The other mare smiled brightly in reply and said, “Yes, I would. Everypony deserves a second chance, after all! I mean, we’ve given one to the literal God of Chaos, so you should be just fine,” She finished with a comforting pat on the former showmare’s shoulder.

Fluttershy’s next thoughts were completely crushed as a pale blue blur with a touch of off-white came slamming into her, knocking her over and onto the other side of the couch she was previously sitting on, and attempting to completely envelope her.

“Oh, thank you! Thank you so much, Fluttershy! I have no idea what I’d do if you refused!” Trixie practically yelled in relief and happiness.

The pegasus took a moment getting her bearings back enough to understand what’s happening, another to process what Trixie said, one more to realize just how soft the mare holding her is (although slightly mitigated by the fact that her stomach was pretty much entirely empty), and a few more to figure out what to say to Trixie about all of this. She started with a light giggle out of reflex for how happy this situation made her, and followed it with “How could I ever refuse helping in a situation like this!? But...”

Trixie pulled herself out of Fluttershy’s neck to look down into her face, very concerned all of a sudden. “Huh? Wha-? I-?” She let out, unable to stop her eager bafflement until a soft yellow hoof was placed lightly on her muzzle, and she stared with very wide eyes until the owner of the hoof responded. “I can’t help but realize that you didn’t refer to yourself in third-pony just then.” She said with a slight blush on her face, awaiting her next move.

“Oh! I-um-ehm-well...” Trixie stuttered, stopping when she heard Fluttershy’s light giggling, and eagerly waited for her response.

“Oh! Don’t worry!” Fluttershy said, then finally managed to calm her glee down to just a cheery smile. “I actually find it kind of cute when you do that.” She finished, and her blush fully blooming at that comment.

Trixie gained a full blush as well at that and started to look away. “Umm... T-Trixie thanks you f-for that...”

A light giggle escaped the pegasus’s lips as she saw her new friend’s embarrassment before she responded, “You’re very welcome.”

Trixie then looked back at her and her cheeks grew even redder as she imagined the implications of that statement along with her realization of how attractive the mare below her really was.

They both then laid there in silence looking into each other’s eyes, just taking in the features of the other. It was a short while before they began to move their muzzles toward the others, albeit slowly, to bask in the anticipation and lust and longing in the other’s faces.

Their mouths finally met and they closed their eyes before tightening their grip on the other. Soon enough, the blue unicorn wanted more than just surface kissing, and Fluttershy quickly reciprocated that feeling and they began to taste each other. They were wrestling tongues with each other, occasionally licking outside the melding of their mouths as they wrapped their hind legs around the other’s body.

Neither pony knew how long they were like that, just pressing themselves into each other’s face, and licking all around the insides of the other’s mouth before they felt something between their barrels, making them separate.

Trixie looked at Fluttershy in confusion while the pegasus had a look of abject shock and horror on her face as she pulled away from the unicorn and ran to and up the stairs all the while crying and muttering “Nonononononono...”

The cerulean mare took a moment to gather herself and realize what the other pony was doing and shouted after her, “Wait! Fluttershy!” She went after her and managed to get to the base of the stairs before a door upstairs was slammed shut and she stopped dead in her tracks.

Trixie stared at closed door for a moment and wondered what could’ve caused the other mare to freak out like that. She did recall seeing something below her when she went up the stairs, but couldn’t quite make it out. She inhaled deeply with resolve and started to scale the stairs at moderate speed while hypothesizing what that something was, ”It wasn’t one of her animals, they wouldn’t have caused her to freak out...” She then realized what it could have been and blushed heavily at the thought, ”That would do it... but- it was...” She shook her head and sighed heftily as she reached the top of the stairs. ”Maybe it was just a trick of the light or something...” Trixie thought while moving in front of the door to the room Fluttershy was in.

Trixie then pressed her ear to the door as she heard some low murmuring and sobbing from the other side, “...have ruined my chance to help her! Now she’s just going to think I’m a freak and I was nice to her only because I wanted to have sex with her!” Fluttershy said before breaking out into full-on bawling.

After hearing this, Trixie resolved to help her new friend and quietly opened the door and treaded into the room before closing the door. Her eyes were then drawn to the yellow pegasus in the back corner of the room, sitting in the fetal position with her wings enveloping her and covering her face, and her slightly frazzled pink tail wrapping around her hind legs.

“Fluttershy...” Trixie started, attempted to re-initiate conversation with the shy mare.

“Nonono... she’s here, she’s here, she-” Fluttershy inhaled deeply before continuing to whimper.

“Hey,” the unicorn began again, attempting to get the other mare’s attention.

The yellow pegasus stopped at this, and moved her head up far enough to show her face, most of it still covered by her mane, but one eye was shown and able to see the sympathy in Trixie’s face.

“What’s wrong? Did Trixie do something wrong?” Trixie asked solemnly.

“No!” Fluttershy shouted, louder than normal, causing the other mare to recoil slightly. “No, you didn’t do anything...” She started again, more quietly this time, covering her head again. “No, I just...” She sniffled heavily. “I just didn’t w-want you to see... umm...” She said, lowering in volume throughout the entire statement until she was nearly inaudible.

“You didn’t want Trixie to see what?” Trixie responded, slightly confused.

Fluttershy lightly chuckled at this, causing Trixie to smile a bit, but she still didn’t answer. After a couple seconds of silence, the unicorn continued, “Your penis?”

The other mare stopped moving at that, and lowered her head and resumed motion before responding, “Y-yes...”

There was a moment’s pause before Trixie said “Let Trixie see.” She didn’t know entirely why she said that, but she definitely did not want to back out of it.

The pegasus stopped once more, though this time more completely before raising her head with a bewildered look on her face as she looked at a sympathetic, yet completely serious Trixie Lulamoon. “W-w-why?” She stuttered.

“W-well, I-” Trixie false started. “Trixie believes friends shouldn’t have to keep secrets from each other.” She noted that that statement didn’t really require her to actually see her friend’s ‘secret’, but she was hoping Fluttershy didn’t notice.

“Um...” She seemed to think about it for a moment, glancing to her sides then closing her eyes and looking back up at the showmare in front of her before responding, “O-okay,” She said, before slowly moving her wings back behind her, then gathering up her courage before finally separating her hind legs to reveal her biggest secret.

Trixie inhaled sharply at the sight of it; a very large canary-colored cock, around 15 centimeters in length and 4 in diameter, complete with a pair of balls, each nearly 12 cm in diameter.

“D-do you... like it?” Fluttershy asked cautiously after a second’s hesitation.

Trixie glanced up at her face before resuming staring at her massive cock. The unicorn’s breathing was becoming ragged as she slowly approached the shaft.

“Um... T-Trixie?” The yellow mare asked, now slightly worried.

Trixie didn’t even look at Fluttershy this time, instead opting to open her mouth enough to stick her tongue out in preparation to lick the stallionhood fully filling her attention.

The pegasus got wide-eyed in anticipation of what she realized Trixie was about to do.

Trixie finally made contact with the tip of Fluttershy’s cock, causing her to moan softly. The cerulean mare began moving her tongue around the edge of the shaft, causing its owner to moan consistently. The shaft slowly began to grow as Trixie began to massage the sides of it with her hooves, treadfully running them up and down the maremeat in sync from the tip to the base.

The yellow mare was moaning slightly louder now, her eyes half-lidded due to the pleasure. Her stallionhood started leaking precum, which the unicorn massaging her cock greedily licked up after she abruptly shoved its head into her mouth. Fluttershy’s dick was nearly 25 centimeters in length now, but was still growing steadily. Trixie hardly noticed this however, as she begun to move her head down the shaft, making it’s owner to moan with higher pitch and volume the deeper it was in her.

Trixie reached the medial ring before she realized just how big the cock currently stuck in her throat was getting and begun to pull out. Her efforts were stopped by a pair of yellow hooves burrowing into her frost-coloured mane, forcing her down the massive pillar of maremeat as it grew. The hooves did let her pull back after that, but then they forced her back down to the halfway point from the tip with gusto. Fluttershy moaned even louder with that action as her cock started precipitously producing precum while moving Trixie’s muzzle up and down her huge dick.

Trixie had to suppress her gag reflex in order not to choke on the growing stallionhood she was being forced to fellate, going past 45 cm and starting to slow down. Her eyes began tearing up from the pain of her jaw being forced open so far but also the pain (or was it joy?) of being rutted so thoroughly and used as nothing more than a fucktoy by the mare whom she met so recently.

Fluttershy’s cock began to throb powerfully as she started to hump Trixie’s face in sync with her hoof shoves, forcing more of it down her throat. The sapphire mare’s mind was completely blank at this point, only able to experience the feeling of the huge shaft being pumped ruthlessly into and out of her body and the precum flowing straight into her stomach.

The yellow pegasus’s moaning reached a fever pitch as her pre’s production suddenly stopped, only for it to be replaced with a near-gallon spurt of cum shooting through her cock and into Trixie’s belly. This spurt was followed by another and another, forcefully distending the unicorn’s barrel while Fluttershy started squealing in carnal delight.

Around 5 spurts of cum came out of the pegasus’s shaft before she released her hold on Trixie’s head and her cum blasts started to force the ballooning mare off her cock. Once Trixie was no longer secured around the gigantic stallionhood, the ejaculations shot her into the opposite wall, knocking her unconscious. Her cock was then finally revealed in its full glory as a massive pillar of meat nearly 60 centimeters in length and 10 in diameter.

Fluttershy kept spouting cum for more than half a minute before her production began to die down and she stopped squealing. She begun panting out of exhaustion and saw the giant splatter of cum covering her new friend. “T-… Trixie...” She said before finally passing out.

Author's Note

I suppose I should note that the proportions I’m working with here have the ponies about a meter tall (from hoof to ear), with their barrels nearly a third of that (from hindlegs to forelegs).