Fluttershy's Biggest Secret

Princess Twilight Sparkle woke up laying on her front with blurry vision and nebulous hearing, unable to tell where she was. She saw a pink and yellow blob in front of her and she blinked her eyes a few times to reveal the blob to be a rather sympathetic-looking Fluttershy.

“Oh good, you’re up,” The yellow pegasus said when Twilight looked up at her.

“Fluttershy?” She asked, now realizing she was now in the aforementioned pony’s bed.

“Are you alright, Twilight? You passed out,” Fluttershy replied, slightly concerned.

“Um, yeah.” She sat up before continuing, “I think I remember seeing...” She looked down and squinted her eyes, trying to recall why she passed out, “something.”

“Umm, yes...” The other mare blushed heavily, making Twilight even more confused. “But we’ll talk about that later. For now, let me just get you some tea,” She said, and then walked to the door. “Oh, and stay in here, please,” She added as she opened and stopped just beyond it.

“Uh, alright?” Twilight responded, letting Fluttershy close the door behind her.

The alicorn then stared at the door for a few seconds before she laid back down and returned her gaze to the wall opposite her. “What is up with her?” She thought to herself. She next glanced around the room, trying to occupy her time, when she noticed a wet spot one of the walls.

The purple mare sat up and got off the bed to walk over to the wet spot and stopped in front of it, finding the wetness to flow onto the floor next to it. She noted the strong, clean smell coming from it, different from the rest of the room and hypothesized that it was to cover something else. She put her muzzle right above the wet floor and sniffed deeply, sensing the secondary smell below the clean one, but was unable to identify it.

After she was done smelling the stain, she lifted her head back up and sat down next to the bed, leaning her back into it, and begun to contemplate what happened before she woke up here. “Okay, so firstly,” She started, ”I remember walking down the path to Fluttershy’s cottage, and hearing her scream. I then ran up to the front door and called to her multiple times, but didn’t get a response.” The princess then closed her eyes and put a hoof on her forehead to focus on what she remembered next.

“So I teleported into the house and saw Fluttershy sitting in front of some really big light blue balloon?...With hind legs and a white tail, and she had something long connecting her barrel to between the base of the legs...” She opened her eyes abruptly, realizing what could’ve been going on. “...which is where the genitalia would be if that balloon was a pony. Making that something long a penis, so would the entire thing be a sex toy? Then why-” Her thoughts were cut off as the door opened with Fluttershy on the other side, carrying a tray that contained two teacups and a teapot with her wings.

Twilight stared at her pegasus friend as she walked in front of her, setting the tray between them. She looked at the alicorn and cocked her head to the side and said, “Twilight?”

The mentioned mare shook her head and put her hoof back at her side. “Sorry, I was just thinking.”

“About why you just woke up in my bed?” Fluttershy asked, picking up a cup with her hoof.

Twilight looked down and nodded, “Yeah.” She squinted her eyes and continued, “I remember seeing some, like, giant blue balloon that you were sitting next to. What was that?”

“Um, I’ll show you in a minute,” The pegasus replied with a slight blush before taking a sip of the tea.

“Okay...” The lilac mare said before levitating the other cup to her mouth and taking a sip of her own. “Yeah, that was definitely something sexual,” She thought to herself, still baffled.

Fluttershy stood up after she polished off her third cup of tea and inhaled deeply. “Alright,” She said, still visibly nervous.

“Alright?” Twilight asked, confused as to the sudden change from their previous conversation.

“Alright, I’m ready to show you what happened now,” Responded the yellow mare, trying to remain calm.

“Oh, okay,” The alicorn said while she stood up. “Well, uh, go ahead,” She continued, slightly uneasy from her friend’s immense fear on the matter.

Fluttershy walked over to the door and opened it as Twilight followed, inhaling deeply again before walking through and going down the stairs, allowing her to see what that ‘giant blue balloon’ was.

“Whoa...” She said, her eyes wide open in awe, then squinting in confusion. “Wait...” She moved down the stairs to get a better look. “Is that Trixie?!” She shouted in horror.

The pegasus looked at Twilight before closed her eyes and tilting her head downwards. “Y-yeah...”

The purple pony walked slowly forward towards the blue inflated showmare as she asked, “What... what did you do to her?”

“I, um... i-inflated her... with, umm...” Fluttershy replied, looking back at her friend and heavily blushing.

Twilight glanced back towards the pink-maned mare who was still standing at the base of the stairs, “With what?”

“W-with my, umm...” She breathed deeply in and out before finishing, “with my semen.”

The lilac alicorn stared at Fluttershy in utter bewilderment. “What.”

She closed her eyes for a moment before elaborating, “Yeah, I-I came inside of her. A-a few times, actually, and now she’s like this.”

Twilight stared at her for a minute, trying to comprehend what she just said. “But... how? You don’t have a-... a penis...”

“Yes, I do. I-I just haven’t told anypony about it before...” She responded, looking at her friend in guilt and sorrow.

“Okay, umm...” Twilight started, trying to find something else to talk about. “Why... why Trixie? Why is she here?”

Fluttershy sighed before beginning, “S-she came here at noon, to talk to me about trying to fix what she’s done to everypony.”

“How so?” The other pony asked, turning her body around to face the pegasus.

“She wanted to apologize,” She sniffled slightly, “for everything she’s done.”

Twilight saw her friend’s sadness, making her believe what she was saying was true. “Alright... and all of this?” She gestured at the balloon of a belly Trixie had.

Fluttershy blinked a few times, trying to clear the tears out her eyes, “We were talking about how to fix her reputation, so she can actually live a decent life, and then she hugged me when I agreed to help her... a-and then we kissed... a lot, but then my p-penis came out and I tried to hide in my bedroom. S-she came back to me though, and got me to show it to her, and then she started sucking it a-and I came in her throat...” She rambled, blushing profusely and turning her head to the side.

“But... that isn’t why she’s like this now. That was in your bedroom...” Twilight observed.

“Y-yeah, this is different...” The yellow mare replied before continuing her story, “We showered after that first time, and t-then Rarity came here, so I had to explain to her what was going on with Trixie-”

“Rarity knows about all of this?” The alicorn interrupted.

Fluttershy paused for a moment, looking at Twilight, then answered, “Um, no. She only knows about Trixie trying to apologize and that we had sex, she doesn’t know in what way though...”

“Oh... but she understands?”

“Yes, and she agreed to not talk about it to anypony else,” The pegasus responded, leading Twilight to nod in understanding, allowing her to resume. “So, were we on the couch here,” She pointed at the couch Trixie was currently laying on, “talking about how we would bring this up to our other friends, and then we... we made out again, and Trixie wanted to take my penis in her marehood, so I, um, obliged. ...A few times...” She finished, lowering her head and hiding her face with her mane.

“Okay...” The lilac pony began, trying to process everything that was said, “and that was...?”

“Right before you teleported in here...” Fluttershy stated, rather embarrassed.

Twilight’s eyes opened wide at that, putting the events together and realizing just what happened. “Oh! I’m so sorry! I didn’t mean to interrupt that! I just-”

“Heard me scream and thought I was in trouble,” The yellow pony completed and comforted her, “It’s alright, I understand,” Her blush starting to die down.

“Oh, okay,” Twilight sighed in relief, “I wasn’t sure if you could forgive me for disrupting something so intimate...”

“How couldn’t I? You didn’t do anything wrong,” Fluttershy affirmed, before continuing, “but, you know, Trixie said something similar before we made out that first time...” She licked her lips lustily, her blush returning full force.

The alicorn looked at her friend in confused arousal, unsure of why she was suddenly so forward. “Uh, F-Fluttershy? What are you doing?”

“Don’t tell me you don’t want some of me, too,” The lusty pegasus told Twilight, advancing towards her, making her back up out of fear.

“Fluttershy! We can’t do this right now! I have to actually remain mobile for my duties! I can’t be inflated like a balloon like Trixie!” She yelled back.

“Yes, but you know you want it. You want it more than anything else...” Fluttershy replied seductively, starting to stroke her cock as it came out of her sheath.

“No...” Twilight denied as she saw her friend’s stallionhood, her pussy beginning to drip juices down her hind legs. She then bumped into the wall behind her, giving her nowhere to go as the yellow pony before her continued to look lustily into her eyes, her penis starting to lengthen.

“No!” The alicorn shouted as she picked Fluttershy up with her magic, floating her up a meter or so to prevent her from doing anything more. She closed her eyes and breathed deeply in and out a few times to calm her nerves and arousal, before she spoke, “Fluttershy...”

The pegasus snapped out of her lust-induced haze, and begun apologizing, “Oh! I’m sorry, I didn’t mean to do that! I-I just got really aroused thinking about what happened with Trixie...”

Twilight sighed and set her down. “It’s alright. It’s just that we should probably do something about this first,” She said as she pointed her hoof at the inflated unicorn on the couch.

“Oh! Right, yes, sorry...” Fluttershy apologized again, looking guiltily at her lilac friend.

“Like I said, it’s alright,” She responded, moving back over to stand in front of Trixie. “Okay, just let me...” She said to nopony in particular before she begun levitating all of the cum in the sapphire-colored mare’s womb, and pulling it out through her sex. The white liquid flowed out of her, deflating her belly, and formed into a small ball that slowly grew.

The yellow pegasus looked at the show in slight arousal as she felt her stallionhood begin to harden again. She sat down and closed her eyes to try to block out that mental image, but it was quickly replaced by others, mostly of inflating Twilight the same way she did to Trixie, making her shaft grow longer, nearly at half of its full length now.

“No! Stop that!” She mentally scolded herself. “You have to let her help Trixie! You can’t just rut anypony you want whenever you want, especially when that pony is trying to help you.” She sighed as she failed to get the images out of her head. “Just try to focus on something else, like nature. Nice, peaceful nature. With leaves blowing in the cool breeze, birds chirping across the sky, bunnies and squirrels frolicking all around, where nopony is going to care if you fuck somepony into unconsciousness... no, that’s not helping.”

Fluttershy shook her head quickly to clear her mind, “Okay, how about Ponyville? There’s the nice, clean streets surrounding the pastel houses, and ponies walking about. They’re so nice, so pleasant, so sexy, like with Rainbow Dash’s tight muscles, Pinkie’s fat flank, and Rarity’s plump lips, all so eager to be fucked, just begging me to shove my huge cock into them and just pump them full~. Oh, Celestia, yes, mmmmmm~”

“Um, Fluttershy?”

The pegasus was snapped out of her reverie, just now noticing the purple alicorn in front of her, staring at her exposed balls and fully erect stallionhood as she rubbed her hooves up and down it at speed, lathering it in her precum. “O-oh, hi Twilight,” She moaned.

Twilight rubbed her hind legs together, compressing her frothing sex, and panted lightly. “Umm... are- are you alright?” She asked, not knowing what to say.

“Nnf...” Fluttershy moaned again, “Ah, yes... I am alright,” She said huskily. “I’m so alright right now~...”

The other mare stared at her a moment longer before she begun moving towards her, so completely enthralled by the massive dick that she didn’t even realize she was walking towards it until she was close enough to touch it. “Um, I-I really shouldn’t do this...”

“You know you want to, Twi”, The pegasus replied lustily, “You know you need to...” She finished, her words riddled with moans and pants.

Twilight was silent, save for the heavy exhales she made out of lust, while she reached a hoof over to the middle of the oversized stallionhood and lightly touched it, feeling the warm layer of precum smeared over it as she moved her hoof downwards along the front of the shaft, feeling every pulse and vibration as Fluttershy continued vigorously working her hooves on the rest of it.

The lilac mare finally got her hoof to the base of the shaft, and begun feeling the huge pair of balls resting beneath it, slightly pressing into one of them, eliciting a louder moan from its owner. She then put her other hoof on the other testicle and pressed them both down a little harder, making Fluttershy moan even louder and her precum production spike.

Twilight moved her hooves around the balls, massaging them and squeezing them together, driving the well-endowed pegasus closer to orgasm. She then realized a better way to pleasure her, and took her hooves off of the giant ballsack, only to replace them with magic. She caressed the testes with her magic aura, making their owner release more guttural moans, before she pressed into them from all directions, and a loud squeal was heard from above.

She continued squeezing her sack as Fluttershy pressed into her cock harder, rubbing up and down it faster as it began to throb powerfully, her precum stopping and immediately being replaced by a massive rope of cum that splattered against the ceiling and then rained down on the purple and yellow ponies in the middle of the room, as well as the blue one still laying unconscious on the couch.

That rope of cum was followed by multiple others, as Twilight squeezed the balls that it was coming from harder than before and Fluttershy hugged her cock tightly and humped her forelegs quickly while continuing to squeal. The orgasm lasted for more than a minute, plastering most of the room, and all of the mares in it, with a layer of cum. When it finally died off, the two ponies that masturbated the excessively productive cock laid down on their backs, panting from exhaustion.

They were there for multiple minutes, just basking in the feeling of being covered in cum, before the unicorn on the couch stirred. She opened her eyes, noticing the white, dripping ceiling, the weird warmness covering her body, and the very strong scent of musk in the air. “What... what the Tartarus?” She asked, completely baffled by it all.

The yellow and lilac mares heard the question and both sat up and shook their heads, trying to get some of the cum off of their faces, before Fluttershy spoke, “Oh, you’re awake, Trixie. This, um...”

“This is more of your cum?” Trixie asked, sounding not quite surprised.

“Y-yeah...” Came the pegasus’ response.

“Alright...” The usually cerulean mare responded while looking at her, and added, “Do... do your orgasms keep getting bigger or something?”

Fluttershy chuckled slightly before answering, “Uh, no. The second one was multiple orgasms, and this one,” She gestured all around the room, “was because of my friend helping me with it,” She finished, putting her hoof on the mare near her’s shoulder.

“Hi, Trixie,” The previously purple mare greeted.

“T-Twilight Sparkle,” The unicorn said, letting her eyes gaze back towards the ceiling.

“It’s alright, Trixie. Fluttershy told me what you were doing here, and the short answer is,” She paused to gather her breath, “I accept your apology.”

Trixie stopped moving for a moment, letting what the alicorn said sink in, before turning her head to face her and asked, “R-really?”

“Yeah. Really,” Twilight responded. “And, I’ll help you out if you need it,” She added, sincerely, to the showmare’s surprise.

“T-thanks,” The sapphire-colored pony started, “Trixie may need your help. Such as with...” She gestured to her surroundings, “this.”

“Oh, yeah...” The purple mare panted, “I’ll take care of that... when I have more energy.”

Trixie and Fluttershy chuckled slightly at that, the former replying, “Fair... fair enough.”