Fluttershy's Biggest Secret

*BOOM*

A loud booming was heard when the main doors to Friendship Castle were slammed close, followed by a quiet ‘eep’ from a primrose-coated pegasus who had just entered.

“Sweet Celestia, that still scares me,” Fluttershy thought as she took a moment to steady her breathing before walking forward. “Twilight?” She called, to which no response came. “Spike?” Still nothing. She sighed and trotted over into a hallway, then started slowly making her way through it, attempting to memorize all the minor details of it so she wouldn’t get lost later.

She continued walking through the extensive hallways of the castle, trying to recall the path to the library that she was sure Twilight would be in if she weren’t in the main room. She eventually heard some light murmuring and stopped moving to better tell its direction, then started to follow it. The murmuring faded into a conversation between two mares as she kept walking, taking a minute longer to be able to discern one of the voices as her alicorn friend’s.

The contents of the conversation were mostly lost on the pegasus as they seemed to be about advanced magics, so she presumed the other voice was of Starlight Glimmer, as it wasn’t anypony she was familiar with. She finally managed to make her way to the open door of the dining room, where the talking was loudest, and looked inside to find Twilight and her pupil talking to each other, their plates empty but for some crumbs, implying they had already finished their lunch.

Fluttershy bit her lip and winced internally, realizing that she wasn’t going to be able to talk to her friend in private like she wanted. “Dang it! I just wanted to get Trixie's clothes and thank her for that wand!” She thought to herself. “I mean, I could always just do it later...” She shook her head and scolded herself for being so cowardly. “No, you don’t have to be like that all the time! You can actually talk to her about this; she’s your friend.”

“You just need to wait until Starlight goes away, then you can talk to her,” She resolved. A few minutes passed, however, and the unicorn and alicorn continued their conversation with no signs of letting up, making the shy mare reconsider her plan. “How much longer is this going to take?” She wondered. “At this point, I should just probably intervene... But I don’t want to disrupt their conversation, it sounds kind of important,” She thought, leaving herself unmoving in the doorway while she continued thinking.

“I guess I could just come back later... no, no,” She shook her head again, “That’s still cowardly. I could probably just wander around the castle for a while.” She shivered at that, remembering how big the castle was. “No, I’d probably get lost...” She sighed and inhaled deeply before going back to her thoughts. “Well, I guess I could-”

“Hey, Fluttershy.”

Fluttershy shrieked as she jumped forward quickly into the dining room, hitting the floor and tumbling around to lay on her barrel and face the door, finding an apologetic and slightly guilty Spike looking back at her.

“Fluttershy, are you alright?” Twilight’s voice came from behind her as the alicorn rushed up to her side.

The pegasus panted a moment before quietly responding, “Um, yeah. Spike just scared me...”

“Yeah, sorry,” The dragon apologized, then looked past her at the dining room, noticing the dishes strewn about the table. “You’re gonna clean those, right?” He asked the other mares, pointing at the mess they left.

“Er, yeah,” Twilight replied. “We were just a little busy,” She elaborated and glanced at Spike before returning her gaze to her pegasus friend.

“Right,” Starlight flatly said as she looked at the other two mares.

The drake scoffed lightly, then responded, “Alright. Well, you better do that at some point.” He turned around and walked down the hall, adding, “I know you pay me for this type of stuff, but you have to pull at least some of your weight!”

The lavender and lilac mares glanced at each other guiltily before looking back at the pegasus as she stood up and faced them.

“Anyway,” Twilight started, “What brings you here, Fluttershy?”

“Oh, um,” Fluttershy responded and cringed a bit internally as now she had both mares attention. “I wanted to talk to you about the, um... thingy,” She said the final word almost inaudibly, her former reason for being here forgotten under the stress of the latter.

“Thingy?” The purple alicorn asked, confused as to what she meant.

“The wand,” The shy mare replied quietly, trying to clue Starling into as little as possible about her secret.

Twilight nodded in response and said, “Ah, right. The wand.”

“Wand?” The lavender unicorn asked, clueless as to what they were talking about.

“Yeah, I made a wand for her to help clean some of her messes,” The princess replied nonchalantly, making her shy friend blush from how casual she was about it.

Starlight cocked her head and raised a brow in confusion, not being able to see Fluttershy as irresponsible enough to make a mess that needed something magical to help clean it. “Uh... messes?” She questioned, baffled, to which no audible response came, but the pegasus covered her face with her mane in embarrassment and the other mare facehoofed in guilt. The unicorn kept looking at them for a few seconds before she finally understood, a deep blush covering her face. “Oh, y-you mean like, sex stuff?” She asked tentatively as she looked away.

“Ehm, sort of,” Twilight responded, mildly embarrassed about the subject matter.

The periwinkle mare took a couple seconds to decide her next course of action, then quietly asked, “Uh, h-how so? I-if you don’t mind my asking...”

Fluttershy took that moment to press her front hooves into her ears to block out her hearing while she tried not to focus on the memories she had of her ‘messes’. She kept trying, but was unable to pull her mind away from the absolutely gobsmacking amount of cum she was able to produce and cake or fill her friends with, eventually roping in her current situation into the mix.

She pounced on Twilight, pinning her to the floor and pressing their mouths together, ferociously making out with her. Her cock came out of her sheath and rapidly hardened between them, taking no more than a minute to become fully erect and press the mares away from each other. Fluttershy next pulled her hindquarters back, sliding her length across her friend’s barrel, her balls scraping along the floor as they were dragged backwards.

“P-please,” The alicorn begged as the pair separated muzzles, “I-I need it...”

“Really?” The pink-maned mare asked slyly as her flare slid across her friend’s sopping sex.

Twilight nodded meekly and huskily replied, “Y-yes...”

“Really?” The pegasus said, mischievously dragging the word the word out.

“Yes, please!!” The other pony screamed in response, her voice utterly teeming with lust. “Just fucking rut me!!”

Fluttershy then glanced over to the other mare she remembered was in the room, seeing Starlight slack-jawed in awe with pussy completely drenched in arousal.

“Alright,” The previously reserved pegasus begun, her attention returning to the alicorn she was holding down. “I suppose I can humour you, TwiSlut,” She said before pressing her cockhead into her friend’s frothing cunt, not taking long for it to push its way in which made Twilight scream in pleasure, nearly orgasming right there. The over-endowed pony kept pushing her shaft forward, the ludicrous amount of juices pouring out of her friend helping her go deeper.

The primrose mare kept flipping her gaze between the the alicorn and unicorn, noticing the former’s utter bliss and the latter’s complete lack of jealousy, given how she was currently preoccupied pressing a front hoof into her sex and rubbing vigourously to sate her own desires. The purple pony eventually came, however, pulling the pegasus’ attention fully back to her as she screamed even louder and squirted harder than before, covering her friend’s stallionhood with her juices.

However, for all of that, Fluttershy still hadn’t even managed to touch her medial ring into her friend’s labia, a situation which was swiftly remedied as the pink-maned mare quickly thrusted forward, easily stuffing her cock into Twilight’s gushing pussy all the way to the base. The over-endowed pegasus let out a pleasured groan as their hips connected with a smack, but was scarcely audible due to the alicorn’s screaming.

The yellow pony glanced back to Starlight, who was now feverishly rubbing herself with her backside held up and her head pressed against the floor, eyes completely fixed on the scene before her as she heavily panted and moaned, clearly near her release. The pegasus once again returned her gaze to the princess writhing and screaming in pleasure below her, and slowly pulled her shaft out of her up to the medial ring, then abruptly shoved it back in, her balls smacking into her friend’s flanks and echoing the slap sound made when their hips connected again.

She next repeated the action, thrusting out and back in, and then again, and kept repeating it, eventually starting to pull further back on each thrust as she increased in speed and power. The mare she was stuffing and restuffing herself into kept constantly orgasming, her volume spiking on each smack as she sprayed seemingly endless amounts of juices over her friend’s huge stallionhood.

Fluttershy finally managed to pull her entire cock out of the other mare on each thrust, the sight making the unicorn watching on the side orgasm, if the new screaming overlapping the alicorn’s was any indication. The primrose pony kept fucking the purple mare energetically, her mind left in a daze and her mouth releasing guttural moans from the pleasure as she neared her climax.

Her moans reached a fever pitch as she came ever closer to orgasm, her pounding now peaking in force and leaving Twilight unable to make any sound as she kept getting violently jostled back and forth. It was the final thrust that most powerful, though, nearly breaking her friend’s cervix as she slammed her girth inside and started pumping unquantifiable amounts of cum into her-

“U-umm, Fl-Fluttershy?” Asked a voice laced with arousal, breaking Fluttershy from her reverie.

The pegasus opened her eyes to reveal Twilight Sparkle and Starlight Glimmer staring at her, their faces showing their immense arousal, and the latter’s awe, at what she was doing. She looked back to herself, noticing her fully erect stallionhood she was stroking as it poured precum onto the floor beneath it.

“O-oh...” The shy pony said in response to the revelation before returning her gaze to the two mares staring at her. “Um, s-sorry,” She added, but didn’t cease her stroking.

The ponies continued staring at each other for several awkward seconds before one of them spoke up.

“Um, i-is that natural?” Starlight asked tentatively and huskily while pointing a hoof at the pegasus’ huge stallionhood.

“Y-yes,” Fluttershy replied, her voice similarly replete with lust.

“Um,” The unicorn started before biting her lip and rubbing her hind legs together in an attempt to suppress her arousal. It didn’t work very well, as she shivered and her hind legs buckled slightly, her juices dripping steadily down from between them. She closed her eyes and took a deep breath to steady herself, then once again stared at the massive shaft and balls that overwhelmed her mind before taking a tentative step forward.

Seeing no objections, Starlight took a few more steps, the other ponies beginning to notice her movements but still not saying anything. The periwinkle mare then arrived right in front of the pegasus stroking her canary cock and slowly reached a hoof out towards it and looked at its owner’s face.

“Ah, may I?” The unicorn asked huskily, somehow maintaining proper etiquette despite the nearly overwhelming urge to just impale herself on that monster of a stallionhood.

Fluttershy gasped a few times as she looked back at the other mare being so close to her cock and lustfully replied, “P-please...”

The pink pony next reached her hoof further forward and touched the side of the shaft, inciting another gasp from its owner. She moved her hoof towards the river of cum going down the cock, grazing the skin along the way, and gasped when she touched it and felt the relatively cool liquid stick to her fur. She pulled her hoof back and looked at the precum stain on it, getting further aroused from just how much there was while she slowly lifted it to her mouth with her tongue extended, then finally tasted it.

The taste was rather sweet yet pretty salty, and while such a mix seemed like it should taste horrid, this flavour was unfathomably good. It may have been because of the sexual nature of the liquid that made it seem so lovely, but such sensuality also overwhelmed her ability to form cohesive thoughts, leaving her with nothing but thirst for more of it and the true seed destined to follow it.

Starlight pulled her hoof away from her muzzle as she focused entirely on the humongous stallionhood before her, moving her head froward with her tongue still extended to eventually lick the shaft. The flavour of the precum and cock, as well as the pheromones produced thereof, further overwhelmed her senses and made her move her tongue up the massive length, collecting all the precum she could on the way. When she arrived at the top, she closed her mouth and puckered her lips, kissing the flat tip before backing away less than a centimeter to swallow the liquid in her mouth.

She then opened her mouth wide and plunged her muzzle onto the cock, stopping a brief moment around a fifth the way down it before pressing down forcefully and slowly bringing more of it into her maw. It was at around the halfway point that she started to slow down, having to suppress her gag reflex to continue as she pressed her hooves to the side of the shaft to help swallow more of it.

As she continued her way downwards, her hooves did the same, eventually pressing against the gurgling canary balls resting on the floor, drawing a sharp moan from their owner and allowing the unicorn to remember that the magnificent cock she was sucking belonged to somepony. She glanced at the primrose pegasus’s face and saw the lust and desperation on it, her ridiculously hot and somehow still cute moans and whimpers urging her to go even deeper. She obliged by pushing her muzzle further down the shaft and pressing her lips against the medial ring, not wishing to delay the climax of either pony involved or another off to the side that could be heard furiously masturbating.

Soon enough, Starlight managed to get the medial ring inside her mouth as she caressed the balls below, rubbing her hooves all over as if to worship them. Louder moans were made from the over-endowed mare as the unicorn stuffed the shaft further down her throat, beginning to have to press on the yellow pony’s balls for support.

She eventually forced her muzzle to touch Fluttershy’s crotch, and paused for a while to take in the feeling of fullness that accompanied deepthroating such a massive shaft before wiggling her mouth around while pressing harder on the balls below it, stimulating the entire stallionhood at once. Low moans were released from the other mare as a result and lasted more than a minute before her cock began to throb and its owner began to scream.

The periwinkle unicorn didn’t even have the mental faculties to be surprised when the shaft in her throat started to surge and shoot a massive rope of cum directly into her stomach, slightly distending her barrel. The first shot was trailed soon after by multiple more in rhythmic succession, bloating her belly and fading her mind as the time flew by, leaving the mare inflated with a volume capable of fitting multiple ponies with ease and completely unconscious.

The primrose pegasus’s screams turned into pants as she came down from her orgasm, dazedly looking at the ceiling with blurry vision while her shaft softened in the other mare’s mouth. Another while passed before she managed to sit up and saw the pony impaled on her cock, then grabbed hold of her muzzle and pushed her off, pleasurable stinging flowing through her stallionhood until the pink mare came off with a sloppy ‘pop’.

Fluttershy laid back and panted for multiple more minutes as she regained her senses, finally seeing the inflated unicorn before her wobble slightly as ragged panting and moaning came from the side of it. She sat up again and saw Twilight humping the other pony’s massive belly, moaning as if in heat as she rubbed her frothing sex up and down on the huge, pink cum balloon.

The lusty princess lathered the unicorn’s belly with her juices as she continued to hump, not taking long before she started cumming, her screams echoing throughout the room while she sprayed even more of her juices onto her student. She kept going through her orgasm, lasting for many minutes before her exhaustion finally made her release her grip and fall onto the floor, her juices splattered across her crotch and the side of the periwinkle pony’s belly.

The mares rested for a while to reacquire their faculties after the incredible orgasms they just before one of them spoke up.

“Hey, Fluttershy?” Twilight said calmly, if still a little tired.

“Yes, Twilight?” The pegasus replied.

“Did you bring that wand with you?”

Fluttershy paused a moment before responding, “Uh, no, I didn’t. I didn’t think we’d need to use it.”

“Oh...” The lilac alicorn said, sounding slightly dreadful. “Dang it.”

“Sorry,” The other mare replied solemnly.

“It’s alright... Just, give me a few more minutes before then I’ll clean this up.”

The pair continued to rest in silence for a few more minutes until footsteps were heard getting closer to the room, making them both hold their breath in trepidation as they looked to the door.

“Hey guys, are you done in heeeeeerree...” Spike said as he entered the room, elongating the last word as he saw the incredibly bloated Starlight Glimmer.

The two conscious mares glanced between each other and the dragon for nearly a minute before he finally yelled, “WHAT THE FUCK!?”