Fluttershy's Biggest Secret

Fluttershy stood still on the entrance to Sweet Apple Acres, completely paralyzed out of fear as to the consequences of the conversation she meant to have here. She tried to convince herself that Applejack would be alright with Trixie being back and, if she told her, her marefriend.

“It’ll be alright. She’ll listen to you, she’s your friend,” She told herself. “She may not trust her, but she will trust you,” She reasoned, closing her eyes to focus on the positives. “And of course, you don’t need to tell her everything,” She thought to herself, blushing lightly at the memories, before sighing in dread. “I only hope I can manage not to mention that to her, unlike with Rarity...”

She was too lost in her own thoughts to notice the orange mare trotting up before her, looking at her with slight concern and greeted her, “Hey, Fluttershy.”

The pegasus let out a small ‘eep’ as she broke from her reverie, looking in front of her to see who spoke, and shivering faintly when she saw Applejack.

“Oh, h-hi AJ...” She quietly responded, crouching in down slightly in fear.

“You alright sugarcube? You seem a mite worried,” The earth pony asked, looking at her friend with sympathy.

“Um,” Fluttershy started, looking back at the farmer before her. “Y-yes, I just wanted to talk to you about something...”

“Alright,” The orange pony replied, somewhat confused as to what she would be so worried about. “Well?”

The shy mare slightly dug one of her front hooves into the ground before responding, “C-can we talk about this somewhere, um, a bit more private?”

“Uh, alright,” Applejack said, starting to walk over to the barn. “Follow me.”

Fluttershy followed her, lightly shivering and tilting her head downwards, all the way to the barn. Her friend closed the door behind her, keeping them both in relative privacy and allowing her to take a few seconds before beginning, “Umm... I-I wanted to talk to you about somepony...”

“Who?” The earth pony asked calmly, trying to restrain her confusion to comfort her clearly stressed friend.

The yellow mare took a deep breath, then answered quietly, “Trixie.”

Applejack’s expression turned to shock as she now understood why her friend was so afraid to talk about this to her. She closed her eyes to settle her emotions and asked, “What about her?”

Fluttershy looked back at the farmer with slightly teary eyes, responding, “She came to my house yesterday, um, to talk to me... a-about trying to apologize for what she’s done...” She then saw the faint confusion on her friend’s face before elaborating, “She... she only came to me because she thought I was the only pony in Ponyville that wouldn’t hold a grudge against her... And nowhere she’s been since she fled Ponyville the second time allowed her to be there when they found out she was there...”

The blonde mare looked at her friend in shock, not moving for more than a minute while she process what was just said. Fluttershy was lightly crying when she finally regained her senses, closing her eyes for a moment and inhaling deeply, then replying, “I... I’ll be honest with you, Fluttershy. I’m not sure how to feel about that, about her,” She sighed, “But I do know that I trust you, so if you really believe that Trixie is here to apologize and she ain’t pulling some really big trick on all of us... then I’ll be willing to believe it too.”

The pegasus sighed in relief, standing up straight and looking her friend in the eyes and replied, “Thank you, Applejack. And yes, I really do believe she actually wants to apologize, she-” She sniffed and wiped some of the tears from her eyes before continuing, “she looked pretty bad when she came to me.”

“You’re welcome,” Applejack said, putting a hoof on her friend’s shoulder to comfort her. “Have you told anypony else about her?” She asked, a faint tone of worry in her voice.

“Um, yes,” Fluttershy responded, “Twilight, Rarity, and Pinkie. I’m going to talk to Rainbow Dash about it next...” She finished, looking back down slightly from fear.

The earth pony nodded in solemn understanding, offering, “You need me to help with her?”

“Um, no. I think I need to talk to her by myself,” The other mare answered, looking back at her friend. “Or, well... probably with Trixie,” She added.

“Ah, alright,” Applejack replied. “Well, if I run into her, I’ll tell her you want to talk about something.”

“Thank you, AJ,” Fluttershy smiled, opening the door of the barn and walking out with a level of relief.

Trixie was pacing back and forth in the main room in Fluttershy’s house, very distressed and afraid as to what Applejack would think of her being back. “She probably hates Trixie still, there’s no way she can forgive Trixie for what she has done!” She thought to herself. “Especially now that Trixie has taken of of her friends for herself...” She lamented, though still rather glad she had Fluttershy’s love.

“And then she’ll get everypony against Trixie, and then Trixie will not be able to live anywhere, and she will have dragged down four other ponies with her, including Princess Twilight Sparkle herself!” She sat down, starting to cry. “And Fluttershy... She’s so nice, and kind, and hot,” She blushed slightly at what she just called her friend, but didn’t correct herself because she knew it to be completely true.

“I can’t lose her,” She said quietly to herself, while slowly, almost subconsciously, she lowered one of her front hooves down to her sex. She gasped lightly when she touched herself, and repeated, “I can’t lose her.” She started to rub her labia and moan quietly, repeating the phrase as it slowly became something with an entirely different meaning: “I can’t lose her cock.”

Trixie then laid down on her front, still rubbing her pussy and repeating the sexual phrase with more force and volume respectively as time went on. Her language skills started to deteriorate as she neared her release, only able to have lust-filled moans leave her lips that still kept getting louder. However, her moans weren’t quite loud enough to filter out the click of the front door unlocking and a light gasp coming right after. She turned her head to the side to see a very flustered Fluttershy staring at her, which sent her over the edge.

She rolled her eyes up and screamed as she came, spraying her juices all over the hoof rubbing her cunt and the floor below her for several seconds. When she came down from her orgasm, she looked back at Fluttershy, who looked very embarrassed and somewhat aroused, with her flaccid stallionhood now visible below her.

“Um... you’re back...” Trixie said, trying to initiate a normal conversation with her friend despite what had just occurred.

The timid pegasus stared at her for a few seconds longer before she closed her eyes and inhaled deeply. “Y-yes... I’m back,” She said quietly as she entered the house and closed the door behind her. “Umm...”

The other pony stood up as she looked back at Fluttershy, or more specifically, her cock. She licked her lips subconsciously as she focused on it, knowing that she had just masturbated to the mental image of it and now had the physical version of it in front of her. She began to approach her friend slowly while her sex started to drip with lust.

“Um, T-Trixie?” The yellow mare said with slight concern and moderate arousal.

“Do you need Trixie to take care of that?” The unicorn asked sensually and stopped around a meter in front of her while still staring intently at her shaft, which was now hardening.

Fluttershy paused and blushed even harder than before and responded, “N-no...”

Trixie looked up at her friend and stared at her in a way that implied she knew what she really wanted.

“O-okay, yes...” The pegasus said hesitantly after a couple seconds, adding, “But, um, could we get somewhere comfortable first?”

The sapphire mare squinted at her for a moment, then turned around and walked over to the couch, her tail raised to show her dripping pussy to her lover. She next sat her flank on the couch and pulled apart her hind legs to present her sex again, licking her lips and looking at her friend with pure lust.

Fluttershy breathed deeply in and out before she began to walk over to the couch, her balls slapping between her hind legs and her nearly erect shaft smacking against her barrel. She arrived in front of her lover and put her forelegs on mare before her’s shoulders and lightly pressed her shaft’s tip into her frothing cunt.

Trixie let out a gasp as she felt the stallionhood begin to enter her, leading into a drawn-out moan as it slowly went deeper. She kept moaning until the shaft stopped at its medial ring and its owner began lightly panting out of pleasure. The well-endowed mare pulled back slightly and then shoved her cock back in, forcing the rest of it into the other pony and making them both moan loudly.

Fluttershy started to thrust in and out of her lover at moderate pace, forcing another moan from both ponies each time their crotches smacked together. The unicorn wrapped her hind legs around her marefriend and made her thrust harder, making her their moaning louder as her balls began to smack into the other mares’ flank. They kept smacking their hips together and moaning while looking into each other’s eyes with pure lust and pleasure for nearly a minute before the distinct sound of a door opening and a gasp made them stop dead.

They continued to look at each other, now with fear and embarrassment, for several seconds before simultaneously turning their heads to face the door and see a shocked and slightly aroused-looking Derpy Hooves staring at them.

“Uh, h-hi,” The grey pegasus said after a few moments to break the silence. “I-I was just going to deliver this...” She paused as she pulled out a small box from her saddlebags, and set it on the floor before her. “So, um... now I’ll just go...” She finished and turned around to walk back outside.

“Wait,” Trixie interrupted, making the mailmare stop in place halfway out the door. “You don’t have to leave,” She added, heavy lust and pleasure filling her voice from how deep Fluttershy was in her.

Derpy turned back around to face the two lovers, slightly confused but mostly aroused as shown from how she was pushing her hind legs together to squish her leaking sex. “W-what do you mean?” She asked.

“We don’t want to leave you in that state,” Fluttershy responded, pointing a hoof towards her as to reference her unsatisfied lust.

The grey mare gasped at the implications of that and started to trot towards the other two ponies, closing the door behind her with a wing and asking conservatively, “R-really?”

“Yes~” Trixie moaned as the shaft inside her began to slowly get pulled out, almost taunting Derpy with how more and more kept coming out. It eventually emerged from the blue pussy with a wet pop, showing its immense girth and length in its entirety and nearly making the grey pegasus orgasm just from looking at it.

The mailmare stopped in front of Fluttershy as she hopped off her marefriend and turned to face her, then sitting down and leaning back to present her stallionhood. Derpy stared at the massive shaft and the plump balls below it, completely enthralled by their look and scent as she slowly moved her head forward and extended her tongue from her mouth to taste them. She made contact with the tip of the shaft, tasting the sweet and slightly salty precum lightly flowing from it and the juices of the other mare it was previously stuffed into.

She then opened her mouth as she moved her muzzle closer to the cock and pushed her mouth around it, making a very tight fit as she began to move her muzzle down its length. The owner of the stallionhood moaned quietly as she moved further down her shaft, but was not even able to make it halfway before her gag reflex kicked in, forcing her to pull off of it.

She pulled off the cock with a messy shlop, a line of spit and precum connecting her mouth to it for a moment as she coughed from having something shoved so far down her throat. She knew there was more cock to shove into her, though, and told the well-endowed mare before her, “I don’t think that’s going to work...”

Fluttershy panted from the pleasure of having such a tight throat around her cock, responding, “Well, I don’t have to go all the way in that hole...” She bit her lip and looked at other pegasus with pure lust, implying that she knew what to do.

Derpy looked at her for a moment with light shock and realization before she turned around and laid down, raising her backside up and lifting her tail to present her frothing sex. The yellow pony took initiative of her positioning, standing up and lifting her cock up with one of her front hooves before moving forward slightly to press it into the grey pussy in front of her.

Both mares moaned instinctively as the huge shaft slid into the mailmare, their juices lubricating Fluttershy’s stallionhood enough to easily slide it down to the medial ring despite the substantial tightness. The yellow pegasus then pulled out partially and shoved her cock back in forcefully, going all the way to the base this time, the two mares’ hips releasing an audible smack when they connected.

Fluttershy pulled out again, past the medial ring and nearly to the tip, before slamming back in and repeating the process. She thrusted into the grey mare with increasing speed, making both of them moan louder as time went on. Her balls then began to smack into Derpy’s barrel, only adding to the pleasure they both felt.

After more than a minute of constant pounding, Fluttershy felt something garb onto her balls, keeping them in place and squeezing them while she kept fucking the grey mailmare vigorously. She then felt that something to be in the shape of a pony’s muzzle and hooves, and remembering that Trixie was still in the room, realized the unicorn was now sniffing her musk again.

The unicorn started caressing her marefriend’s balls while deeply inhaling their scent through her nose, completely losing focus on everything else around her. She pressed them into her muzzle to fully envelop her nostrils with their musk while their owner kept pounding into the grey pegasus quickly, making her scream with orgasmic pleasure and gush her juices all over the shaft thoroughly rutting her pussy.

The tight pussy around Fluttershy’s shaft and the forceful massaging of her balls completely consumed her mind with pleasure, making her unable to form any coherent thoughts as she began to cum. She slammed her shaft as deep as it could go in to the other mare when it started to throb, spurting gigantic ropes of cum into her womb. Derpy’s belly started to distend and inflate, the intense pleasure nearly causing her to pass out.

The grey pegasus’ belly kept growing and growing, being pumped full of cum from the massive cock stuffing her marehood as her voice died, her mind unable to comprehend the pleasure and going numb. Her belly began to force the rest of her body up as it kept inflating, Fluttershy laying on top of her as Trixie kept massaging her balls, pressing her muzzle and hooves into them to force all of the cum she could out of them.

Derpy’s inflation eventually died down though, her belly now the volume of more than six ponies as she laid on top of it, now completely unconscious. The other ponies panted from the pleasure, the yellow one still having her shaft stuck deeply into the mailmare.

After a few minutes of rest, Fluttershy started to pull her cock out of the other pegasus’ marehood, a decent amount of cum coming with it. When it fully came out, it was found to be entirely flaccid but completely drenched in juices as its owner hopped down off of the giant grey cum balloon that used to be a pony and looked at it in slight regret.

“Umm...” She started, getting Trixie’s attention, “H-how are we going to deal with this?” She asked, rather worried.

The sapphire took a moment to come down from her sexual high she got from her marefriend’s musk before trying to think of an answer. “Trixie... Trixie does not know...” She finally responded, beginning to be worried as well. She then squinted at the grey pegasus, and, remembering what she was here to do, looked over to the box she left by the door. “Maybe...” She said quietly and walked over to it, prompting Fluttershy to look aver at her in slight confusion.

Trixie opened the box with her magic, finding a small black wand with a white tip and a letter rolled up with a blue ribbon inside. She levitated the letter in front of her, unwrapped and then unrolled it to read it. “Dear Fluttershy and Trixie,” She started, quoting the letter, “I’ve included something in this box should that should help with cleaning up your sexual messes, because I realize that I can’t always be there to get rid of the massive amount of sexual fluids you may end up putting inside of somepony, so I created a catalyst of sorts that you can use to cast a spell that will take care of it.” She held up the wand with her magic as Fluttershy walked over to her, her stallionhood starting to recede back into her body. “You should be able to just press it into the inflated part of whatever pony you’ve inflated, and it should cast the spell to get rid of all of the fluids. From, Twilight Sparkle.”

The yellow pegasus looked at the letter in mild confusion as she noticed the handwriting to be rather messy compared to how Twilight normally writes. She could tell that it was written in a hurry because of that, though she couldn’t tell why getting this wand to her was so important to the alicorn. She then looked at her marefriend and glanced over at the inflated Derpy Hooves, implying for her to test the wand.

“Uh, right,” Trixie said in response and walked over to the balloon of a pegasus, carrying the wand with her magic, and then pressed the wand into her. A magenta flow of magic could be seen briefly overlapping the already-in-place purple one before it flowed into the giant cum-filled belly the wand was touching. The aura then sunk below the surface and became invisible, leaving the blue and yellow mares to look at the belly it was previously covering in anticipation while the unicorn set the wand on the floor before her.

Derpy’s belly suddenly started to deflate, the cum seeming to disappear from existence as it didn’t exit the mare like it had when Twilight deflated Trixie. The two marefriends looked on in light surprise as the pegasus kept slowly deflating, her hooves eventually touching the floor, her belly taking a few more seconds to fully deflate and left the grey pony laying on the floor, still passed out from the rutting that ended up requiring her to need to be deflated in the first place.

“Oh, thank Celestia!” Fluttershy sighed in relief, realizing that she would no longer have an issue with not being able to clean up after inflating somepony.

“You mean thank Twilight,” Trixie responded jokingly, also relived at what she had just witnessed.

The yellow mare chuckled lightly and walked over to the unconscious mailmare, saying, “I know, but do you mind helping me get Derpy upstairs? I don’t want her to be asleep on the floor.”

“Oh, of course,” The unicorn replied as she walked over to the grey pony and picked her up with her magic and set her on her marefriend’s back, letting her surround the other pegasus with her wings and carry her upstairs to put her to bed.