The Joke

by TittySparkles

Rating: mature
Tags: Sex, Slice of Life, My Little Pony: Friendship is Magic, Romance, Porn, Fetish, Rarity, Fluttershy
Length: 16289

Falling into a bed of flowers causes Fluttershy to leave the woods with an embarrassing change.

Written in collaboration with Steel Resolve

 Fluttershy was just trying to save one of her animal friends when she landed in a bed of Poison Joke. While her voice was spared, something else about her became very different, and to make matters worse, her best friend Rarity is coming over to remind her of their trip to the spa later that same day. Can she avoid further embarrassing herself before she can cure herself of The Joke?

Kinks: Female on female, Futa, Light Musk, Oral, Cum Swallowing, Light Bondage, Vaginal, and Mild Cum Inflation/Belly Bulging

Cover Art by: Alcor
Edited and Preread by: Blue_Paladin42, TheGreatEater, Setokaiva, Nova Quill, SolidFire, Shakespearicles, and Skeeter The Lurker

Published 2020-05-15 19:10:01 UTC
Last updated 2020-05-18 13:21:47 UTC

Chapter 1

The sound of hooves brushing against the ground filled the air around the dense forest. Grass crinkled and twigs snapped as a single pony trotted with a familiar, but uneasy, step. Fluttershy knew the Everfree Forest well, more than any other pony or creature for that matter, but it was never an easy task. The sight of twisted trees was all she was greeted with as even thicker trees above kept the midday sun hidden overhead. Breaks in the branches let strips of sunlight break through and it was enough to illuminate the path she traveled, but it did little to ease her fears.

The sound of timberwolves howling in the distance filled the once quiet air, and her pace quickened. They weren’t near, but she could tell it was a pack of five or more hunting and scouting deeper within. She hated seasons where they were more active, as it put all the creatures at her cottage on edge constantly, and it was for that reason she was out in the Everfree at all.

“Elizabeak!” Fluttershy called out, her voice no louder than the wind blowing through the trees. “Please come out!”

The howls faded swiftly and a silence filled the air in an almost eerie manner that made her regret going out alone. She had her doubts she would find her friend and debated running back to town to get some help, but as she broke through a large shrub blocking her path, she stopped in a small, open area.

It was a scenic view, a breathtaking one when beheld for the first time.. Before her was a small, enclosed field of flowers; the sound of flowing water made her ears perk up and her eyes swiftly followed to a small stream. As she turned, she let out a deep sigh of relief as the sight of a small white chicken busily drinking from the stream greeted her vision. Even with the chicken not looking in her direction, Fluttershy knew she found what she was looking for, but she quickly went back on full alert. Despite the field of flowers presenting a relaxing feeling, it was a trap that only the ill-experienced and less-traveled pony would miss. The flowers were a deep midnight blue, and thanks to her previous encounter with them, she knew they were better off not being touched. Poison Joke; a twisted creation of nature that would cause all sorts of oddities to whoever touched one.

The only things Fluttershy found odd were how many flowers were bunched up together (Considering poison joke only ever appeared in small batches) and even though they were a deep blue, they also had a slight reddish-pink tinge as well. She didn’t pay it much thought; it was still a poison joke by appearance, and it was meant to not be touched. Sadly, Fluttershy could see a path of flowers that had been walked upon by her feathered friend, and she knew she would have to obtain a remedy when she got home.

“Elizabeak, come here!” Fluttershy shouted as she walked to the edge of the large bed of flowers.

Despite her timid and quiet nature, the chicken heard her voice. She watched as its oddly shaped canine ears perked up, before the rest of its body rose up and turned around. As it did, Fluttershy’s eyes went wide before she sighed again. Though she looked like a chicken from the rear, the poison joke had seen fit to make it so her head resembled a dog. She looked a fair bit like Winona, in fact.

The chicken barked in return, before it turned its face back to the stream.

“Come here, you silly chicken! We gotta get you home and into the bath,” Fluttershy spoke out as she attempted to step forward, but stopped midair as her hoof dangled over the flowers. “Oh, horsefeathers.”

The chicken didn’t listen, and Fluttershy knew she would have to fetch the bird by hoof. A quick flex of her wings was all it took, and in a split second, she was up in the air and hovering in place, until she began to glide towards the chicken.

“Out of all the places you had to run to, you picked here,” Fluttershy grumbled as she stared at all the flowers underneath her. “Sometimes I wish I co-”

Awooo!!!

Snap!

Fluttershy tensed up mid-flight as the loud snapping of a branch filled the air, and her wings slammed shut. Before she could react, her butt landed on the flowers below with a hard thud, before the rest of her body fell back.

“Oh dear,” she gasped as her back hit the ground.

For a brief moment flowers surrounded her vision, until she quickly pulled herself up and took to the air. Though she was quick to remove herself from the flowers, she tried to mentally prepare for whatever strange effect was coming.

There was nothing, but Fluttershy knew better. Sometimes effects would take hold right away, and sometimes they would appear much later. The longer she would have to wait, the more bizarre and body-altering it would be.

“Please be something that isn’t overly weird,” she pouted as her eyes traveled back to her feathered companion.

As she flew closer, another branch snapped behind her, but thankfully distance between her and the bushes was moderate, and her reaction was mild as a soft ‘eep’ came out. Coming to a hover midair she turned around and prepared for something big and scary to jump out of the bushes. There was silence for a brief second, until a shrub started to shake, and Fluttershy felt a bit of anxiety build up in her throat. She waited, she watched, and she could only picture a pack of timberwolves that managed to sneak up on her, ready to pounce.

A flash of white jolted from it.

It was a bunny. Her bunny.

“Angel? What are you doing here?” Fluttershy sighed deeply as she relaxed, but couldn’t help but glare with annoyance. “You could have been snatched by the big, scary timberwolves prowling about.”

Angel glared back with an equally annoyed look on his face before he started to squeak repeatedly at her.

“Yes, I know you were worried about me, and yes I know I shouldn’t be wandering in the forest when they are hunting. But I couldn’t just ignore Elizabeak, now could I?” Fluttershy replied as she pointed to the chicken.

Angel focused where she was pointing and instantly cringed at the sight of the dog-faced chicken before he started to squeak again.

“Well, of course, she looks silly, but that's only because she ran into the joke flowers. Once we get home, she and I will have to take a bath.”

Angel cocked its brow and squeaked once again.

“Yes, I fell in the flowers, and no I don’t know what they are going to do to me. Anyhow, you stay there while I get Elizabeak so we can go back home,” Fluttershy said as she turned back in the direction of the chicken.

Angel sighed and crossed his forelegs before he impatiently stamped a foot against the ground.

***

A brisk breeze blew by as Fluttershy flapped her wings and flew in the direction of Ponyville. On her back rested her bunny, while she held tightly onto her chicken with her front hooves. She looked down at the tree line of the forest and couldn’t help but smile. Knowing she didn’t have to walk through it anymore put her mind at ease, even as she noticed the wooden silhouettes of wolves moving through the bushes.

Her companions were quiet as she flew, and with a steady breeze at her back, she could almost glide through the air without any troubles whatsoever. Despite that, she found herself starting to feel hot and sweaty as time trickled by. She tried to ignore it, thinking it was just the sun beaming down on her, but as the roof of her cottage came into view, she felt like the whole core of her body was vibrating with increasingly intense heat.

It wasn’t that kind of heat, she knew that feeling all too well, but the heat she was experiencing was very similar to how she felt when she first dealt with the effects of the poison joke flower. Last time it made her throat dry and hoarse, which ended up with her adopting the deep voice of a stallion. The feeling was similar, albeit in a much lower and more private part of her body, and she wiggled her hips to be rid of it.

As she flew, she winced as her thighs tingled and she felt the need to pant. Her face started to feel flushed, and the tingling sensation quickly turned into a numb buzzing feeling as it focused all in on her nether region. She wondered if the flowers had the ability to force a heat cycle, and she grew more nervous. Instinctively she felt her legs part and the feeling of something beginning to grow became apparent. She wanted to look, but with the chicken in her hooves, looking at whatever was happening between her legs wasn’t an option.

She felt something drop at her rear, but whatever it was, it felt like it was trapped under her skin. She gave her hind legs a shake, hoping to dislodge it, but as the sensitive flesh bounced against her thigh, she winced as a bit of pain shot through her. It was brief but she instantly realized there were two bits near the area and she grew more worried. Thankfully her home was near, and quickly steering herself downward, she landed on the ground.

“Now, head inside, Elizabeak,” Fluttershy said to the chicken as she took a deep breath and steadied herself.

The chicken nodded as it was released from her grip and quickly made a beeline for the house. As it did, Fluttershy felt Angel jump off her back as well, before he instantly let out a loud squeak.

“W-what is it?” Fluttershy asked meekly as she turned to the bunny and saw it staring wide-eyed at her rear.

Angel didn’t reply for a moment before his shocked expression quickly turned into a crooked smile. Laughter quickly followed as the bunny fell on his back and began to roll back and forth.

“Wait!? What do you mean its a-” Fluttershy’s face turned a crimson red as she lifted a hind leg awkwardly to stare at what the problem was.

Though she heard Angel laugh the words out, she never expected it to be real. What greeted her vision was a large set of low hanging stallion balls and a sheathe from which the tip of a penis was visible. She’d never seen a proper set in real life, but she had knowledge of what they were and what they did, yet seeing a set for the first time growing on her made her wish the flowers had forced a heat cycle instead. She looked away as her mouth went agape and her ability to breathe became nonexistent for a few seconds.

She felt an overbearing sense of shame and an unbridled amount of fear as a stiff feeling started to take effect in her new loins. Her body fidgeted and she felt the need to cover herself up with anything she could. She hugged her tail close to her butt, but as the soft hairs brushed against her new privates, the stiffening feeling increased and the head of her penis popped out from its hiding place. She winced and swallowed back her embarrassment before grinding her thighs vigorously in an attempt to shut down the feeling. It did nothing, and she let out a loud groan as she began to sit her butt down on the ground.

“This doesn’t feel right a—eek!” she spoke softly, but tensed violently as her rear met the cold grass.

She quickly pulled up and trembled as the sensation of the soft ground sent a shiver through her body. She stayed standing, afraid to move or do anything at all, in fear of any strange and overly unpleasant sensations that could follow.

Angel squeaked at her, causing her to lose her focus from her racing thoughts.

“Yes, I know I should go for a bath. Just... give me a second to umm, get used to it,” Fluttershy replied as she winced and squeezed her butt cheeks together. “Ugh, how do stallions walk with something like this all day? It feels so heavy and hard, and it even hurts a bit when you squeeze the… bits the wrong way.”

Fluttershy shook her hips and tensed as her low hanging bits slapped against her thigh before they bounced off each other. The way they moved reminded her of the grandfather clock’s pendulum Twilight used to have in her old library, and she couldn’t get the image of it out of her mind.

“Ooh, Fluttershyyy~” A feminine and very elegant voice sang out, making Fluttershy clinch her buttcheeks even harder than before.

She knew that voice very well, and just hearing it reminded her that she and Rarity had a spa date she was supposed to be ready for shortly. Even though she didn’t see her, Fluttershy knew Rarity was very close, and she silently began to hope and pray that her friend wouldn’t see her new stallion bits.

Tails were useful things in such a situation, but what helped most was that no matter how embarrassed she felt and looked, it didn’t really amount to more than what her friends were used to seeing from her. That left only her traitorous mouth to watch, and so long as she was careful, she could weather that problem as well.

“There you are, darling!” Rarity exclaimed as she rounded the corner of the house and could be seen from the vantage of the front of her home. “I got that yarn in from Canterlot, I thought I’d drop it off and pick you up for our spa date.”

The yarn was welcome, though Rarity’s reminder was needless. Fluttershy didn’t have many social engagements to worry about, after all. But she understood why Rarity would mention it, as it was something they both tended to look forward to.

The reminder today, however, was somewhat unwelcome. She needed to go to the spa, posthaste, of course, but not for their Usual, or at least not in the state she was in now. She’d need to get Aloe and Lotus to prepare the cure for her current predicament, and hopefully without revealing what had happened to her this time. If she could accomplish that, she could just bury this whole incident away as a bad memory, just like every other horrible thing that had happened to her in her life. “Oh, thank you!” she said, meaning it despite herself.

“You look troubled, darling,” Rarity asked much more inquisitively than Fluttershy found comfortable, as her friend stepped forward to close the distance. Fighting the urge to back away, Fluttershy instead forced a smile she didn’t feel.

Getting the cure would mean missing spending time with Rarity, and Fluttershy didn’t want to do that unnecessarily. Rarity needed that time to relax just a little.

“It’s nothing, really,” she said, flashing the fake smile again. Pinkie would have been so upset with her.

“Are you sure?” Rarity asked, taking another step forward.

Just a few more steps and Fluttershy was in real danger of Rarity closing the distance for a hug, and then it would be very difficult to avoid discovery. Fluttershy allowed her wings to dip just a little bit to her sides, trying surreptitiously to block the view of her undercarriage and actually taking a half step back. “Y-yes!” she said insistently.

Rarity stopped in place, eyeing Fluttershy for a long moment. “Darling,” she said eventually. “We promised, did we not? Something is bothering you, and I cannot know what that is, but it seems to be related to me in some way. Tell me what’s wrong, please?”

Fluttershy hesitated for a long moment, unsure of what to do. They had promised, and invoking that promise meant Pinkie would know, somehow, if she lied. She was in danger of upsetting two friends for the same problem. She had to say something.

“It’s... not you, but... it’s a bit embarrassing. I... I fell into poison joke while chasing after Elizabeak earlier—”

Rarity winced visibly. “Oh, dear! You’ll be needing a curative bath prepared then, won’t you? Not your voice this time, at least.”

“Not my voice this time, no...” Fluttershy said carefully.

“Well, that’s good luck at least. You have such a lovely voice, darling, and even if the other one is very pleasant as well it’s such a shame to not hear your real one. So, what happened, then?” Rarity asked with well-meant curiosity.

“I’m...” Fluttershy faltered, blushing. “It’s very private...”

“Too embarrassing? That’s all right. Say no more, darling. I shan’t pry,” Rarity replied with a nod of understanding. “Shall we reschedule for next week, then?”

Fluttershy considered for a long moment before answering. “I mean... we could still...” she paused, torn between wanting to please Rarity and avoid potential exposure. In the end, it was no real contest. Rarity was more important. “I don’t think I’d want a preening, and... maybe no massage, but the mineral baths would be okay, and the steam room...”

“Well, you could always keep me company during my horn filing and massage. It will give Lotus time to prep the bath.” Rarity said with a nod. “Worry not, Sweetness. I shall be the soul of discretion, nopony but you need know what transpired.”

Fluttershy’s fake smile fell away into the dust, to be replaced by a genuine one of relief. “Thank you!” she said, meaning it.

Chapter 2

Maybe a massage would be a good idea, Fluttershy thought to herself as she stood in the spa waiting area, while Rarity was conversing with Lotus at the front desk.

Ever since both of them walked into town, Fluttershy couldn’t shake the feeling of dread and how exposed she felt. Constantly on edge whenever ponies passed her or even looked in her general direction, the building anxiety quickly turned into stress and tension in her body. She managed to keep herself in check, successfully leaving her friend none the wiser as they eventually made their way to the spa unhindered.

As they had walked, Fluttershy found herself quickly growing accustomed to her new bits. Despite the awkwardness of them and how heavy they felt, the stiff feeling was no longer present.

It didn't stop her from feeling it though. Even as she stood and looked around the spa lobby in an effort to distract herself, she could never ease away the feeling of how big the main part of it was. It constantly pawed at her mind, and every time she would move her rear, she would feel it shift inside of her. No matter how little the movement, it was always a prominently dominant feeling. The other bits that had accompanied it weren’t nearly so bad, as she could hide them easily in her long tail, and even easier when she put on the fluffy white robe while waiting for Rarity to discuss their session with Lotus.

“Oh this simply will not do,” Rarity said as she began to walk back to Fluttershy with a worried look. “It appears that they don’t have enough of the curative in stock for you, Fluttershy.”

“Oh… that's not good,” Fluttershy replied meekly, feeling the tension in her body worsen.

“If I had known they were out, I would have made a stop at home to get my emergency bottle. I had Zecora make a spare after Sweetie... well, you remember... it was in the papers for a week afterward...” Rarity pouted as she looked between Fluttershy and the entrance door. “It appears we may have to reschedule for next week after all.”

As much as Fluttershy wanted to agree with the notion, Fluttershy hated to see Rarity disappointed. Knowing she was the cause of it made Fluttershy feel even worse. Against her better judgement, she wanted to continue. She didn’t want to ruin their special day together.

“We… we can go to your house afterward if that’s okay with you,” Fluttershy spoke up, causing Rarity to turn her attention to her.

“Are you sure, darling?” Rarity asked as she tilted her head slightly. “I want these trips to be relaxing for both of us. If your private issue prevents that I will understand completely.”

“I should be fine.” Fluttershy forced a weak smile.

Rarity didn’t look convinced at all. Fluttershy berated herself for being so very bad at telling little white lies.

“I promise I’ll be fine,” Fluttershy insisted, giving Rarity a warm smile, despite the uneasy feeling of being watched. “Even if they don’t have a cure, I would very much enjoy spending the day with you.” She felt her cheeks flush slightly.

“Zee baths are still being prepped, Mizz Fluttershy,” Lotus, who had been casually listening the whole time, chose that moment to cut in, "They’ll be ready shortly, so would you both like a massage until then?”

Fluttershy wanted to say yes, once again realizing how tense she was, but considering how good Lotus and Aloe were with their hooves, she ran the risk of enjoying it a little too much. While she was able to manage her feelings normally (wings were troublesome but manageable), she feared what it would be like if she got aroused with her new bits. She already had a basic understanding of how it felt earlier when she was stiff, but something in the back of her mind told her she wasn't even scraping the tip of the iceberg.

“I’ll just sit with Rarity while we wait for the bath to be ready,” Fluttershy replied.

"I appreciate the gesture, dearest, but I still feel like I'm inconveniencing you more than anything." Rarity's voice was tinged with sadness and uncertainty as she spoke, making Fluttershy feel even more guilty.

"It's really no inconvenience at all," Fluttershy spoke up as she took a step towards Rarity, giving her friend a comforting smile. "Being around you helps take my mind off of it anyway, so please don't let it bother you in the slightest."

Rarity's expression slowly turned into a smile. Despite the uneasiness of the whole situation, Fluttershy truly did find talking and being around her friend had taken her mind off the problem. The dominant feeling was still present, but seeing a genuine smile from Rarity forced the feeling back and put her at ease.

They were led to a pair of massage tables, Fluttershy laying down on hers but making no move to take her robe off. When Aloe approached Fluttershy to offer a massage while Rarity had hers, Fluttershy simply smiled and shook her head, though she did accept a cool drink when it was offered.

She contented herself with sipping at the cucumber water nestled between her forelegs while gazing at her friend getting her deep tissue massage.

“Oh, there!” Rarity hissed as Lotus hit a particularly sore spot. She squirmed under Lotus’s hooves, “More! A little higher... yes! Right there!”

Fluttershy squirmed herself, trying to dispel the blush on her cheeks and fighting to keep her wings down.

Rarity gasped before letting out a little shriek into her pillow as Lotus worked her lower back, first tensing then melting into a puddle on the massage table.

Fluttershy’s eyes widened as she felt something stir below. Not the familiar dampness she might have normally felt when she listened to Rarity’s exclamations during a massage (it was very, very hard not to close her eyes and imagine those screams being inspired for a different reason, and more than once Fluttershy had spent a shame-filled afternoon in her tub doing just that) but the new thing, poking out of its sheath and into her chest. She took a big sip of the cucumber water and tried very hard to imagine herself someplace calmer.

Rarity let out a whimper, and Fluttershy echoed it quietly, trying to shift to make the hardness under her more comfortable. Despite her movements, she actually found it getting worse. It continued to grow, becoming longer and harder and she didn't know what to do. All she could do was bite her lower lip as her face began to feel hot and bothered.

"A-ahh! You're doing sooo good, Lotus darling!" Rarity spoke again, her voice a mix of pleasure and utter satisfaction, which only worsened the situation.

Fluttershy felt the new thing suddenly twitch and tingle, which caused her to bring a hoof up to her mouth to suppress a whimper-like moan from escaping. She flexed the thing out of concern and she instantly regretted it as the surprisingly sensitive tip pressed hard against the table. Her hips jostled in return and she took in a deep breath through her nose in a last-ditch effort to calm herself down.

It only got worse. A new scent filled her nose and she knew that Rarity was starting to enjoy the massage a little too much. At the corner of her vision, she saw her friend's purple tail swish and flicker about, accidentally fanning the scent. It was a normal thing for the both of them when they each got their massage and both mares never addressed the issue openly, thanks to a mutual understanding of it.

But now it was different. Her scent was much stronger and more potent, and it made Fluttershy's whole lower region tingle with a horrible feeling that caused her to clench her butt.

"I think you got that kink out finally," Rarity moaned, letting out a deep sigh. "Pardon me while I gauge it."

Losing focus on herself, Fluttershy turned her head towards Rarity. She took another sip of her drink and quietly looked on as Rarity shimmied herself onto the floor. As she came in contact with the floor, Fluttershy swallowed back an exceptionally large amount of juice as Rarity's glistening lady parts came into focus. A loud and very hoarse cough instantly followed as Fluttershy quickly looked away. It mattered not, as the image of it seemed to have embedded itself into her mind.

"Are you okay, dearest?" Rarity turned, asking in a concerned tone, while Fluttershy looked away, coughing.

She wasn't okay in the slightest. The growth had stopped but it only worsened as another twitch came.

"I-I feel…" Fluttershy's voice trailed off as she felt something warm and wet exit from the tip of it. "I… *cough* I gotta go!" She jumped off the table and ran.

"Fluttershy? Where are you going!?" Rarity called out.

Fluttershy didn't answer. She needed to be anywhere but there. Quickly exiting the room and running into the hallway, she winced and grimaced. Her fully hard thing wobbled and bobbled, constantly pulsing and throbbing with an unfamiliar pain as the chilled air around her touched it. Even with the robe hiding it, it couldn't hide the ungodly amount of shame and embarrassment she felt. She ran aimlessly as spa guests looked on with confusion while making sure to not get in her way, until she came to a hallway that no pony was walking in.

She slowed down, gasping and panting as her hot and fatigued body yearned for a rest. She was still as hard as ever and all she could do was let out a pitiful whimper. She rubbed her back legs together in a vain effort to stop the odd tingling feeling, but with nothing helping, she needed to have a proper look at it.

She quickly looked up and down the hallway, hoping nopony else would walk by. Luckily the sight of a nearby room caught her attention, and trotting to it, she noticed it was an empty steam room.

This room should be fine, she thought to herself as she looked through the hallway one last time, making sure no one saw her going in.

Chapter 3

Rarity hurried after Fluttershy as quickly as she could, bidding both Lotus and Aloe to wait for a time while she investigated. She wasn’t certain what was wrong, but had a hunch it had something to do with the ‘private matter’ Fluttershy hadn’t wanted to discuss. She absolutely did not wish to further distress her friend, but could not simply let the matter go after Fluttershy had rushed from the room as she had. She needed to at least ascertain if Fluttershy was all right.

A swish of pink tail and a closing door was enough to have Rarity at the same door moments later, tapping at it with some urgency. “Sweetness, may I come in?”

“Please don’t...” Fluttershy said from behind the door.

The ‘please’ made Rarity pause, as it was impolite to disobey her friend's stated wishes, yet the desperation in Fluttershy’s voice more clearly said that she absolutely must not be left alone at that moment. Rarity decided a little more decisiveness was in order, as Fluttershy herself didn’t seem up to providing it herself. “Darling, I’m coming in. I’m alone. Will that be all right?”

There was naught but silence for a few seconds, and it caused Rarity to worry further.

“Okay...” finally came the miserable-sounding reply.

Rarity nodded, relieved and somewhat pleased with herself. She opened the door to let out a cloud of steam.

Rarity made her way inside, using little walls of magical force to move the steam aside as she made her way in. She found Fluttershy laying down on one of the benches, her robe still on despite how very uncomfortable that must be in the heat.

“Sweetness, are you ill?” Rarity said gently.

“No...” Fluttershy said, taking a deep breath and letting it out with a loud sigh. “I just... it was too much...”

“It has to do with the Poison Joke, doesn’t it?” Rarity pressed. “Is it causing you distress? Do you need to go to the hospital?”

“No!” Fluttershy replied quickly, her wings jutting out in alarm. The movement shifted her robe, and one of Fluttershy’s legs flopped down to the floor.

Only it wasn’t a leg. It was as long as one, so Rarity’s initial impression could be forgiven, but this was not quite shaped like one, and it had a mottled pink and brown coloration, unlike Fluttershy’s more pleasing buttery-yellow. Rarity blinked, trying not to stare. She closed her eyes for a moment, then opened them again.

It was still there.

Fluttershy let out a quiet eep and drew the thing up onto the bench with her, covering it with her robe.

“Darling...” Rarity said quietly. “Is... is that...”

“I’m sorry!” Fluttershy exclaimed, looking ready to burst into tears.

Rarity just stared at the ground for a moment longer, trying to decide if it was simply the heat getting to her. “Did... did something just fall out of your robe and onto the ground?”

“Yes,” Fluttershy confirmed unhappily.

“And, if I am not mistaken, was that something shaped like...” Rarity trailed off. While being no prude, she was not one who normally spoke of such things.

“It… It’s a stallion’s…” Fluttershy started, yet seemed unable to finish.

“Is... it real?” Rarity all but demanded. Then she shook her head. “Nevermind, of course, it’s real. Why would you bring a fake one here? Silly me...”

She swallowed, fanning herself with her forehoof. Even for a steam room, it seemed uncomfortably hot, suddenly. “May... may I see it again?”

Fluttershy didn’t reply, instead, she slowly lifted the edge of her robe, showing the member once again.

Getting another look at it, Rarity could see it was, if anything, longer than one of Fluttershy’s hindlegs. “That’s... that’s obscene...” she whispered.

“I’m sorry,” Fluttershy repeated in a whisper.

Rarity shook herself, quickly sitting down next to Fluttershy and drawing her close. “Sweetness, I don’t mean you’re obscene. I just... I mean look at that thing!”

“I’ve been trying not to!” Fluttershy protested. “It’s just... it just grew out of me and there are those other things that hang behind it and it’s all wrong!”

Rarity nodded, gently caressing Fluttershy’s mane. “Of course it is, darling. Having that thing coming out of a beautiful mare like you is just as unusual as that deep voice you had. That was the ‘private thing’, then?”

Fluttershy nodded into Rarity’s chest. “It’s from the Poison Joke.”

“And... How exactly did you hide this monster until now?” Rarity asked gently.

“It... it was inside,” Fluttershy answered quietly. “I just had to be careful not to lift my tail.”

Rarity was silent for some time, digesting that information. She didn’t have very much experience with stallions, having only had a couple of crushes (crushes she’d built shrines to, but that was very much besides the point) but she was very well-read when it came to romance, and even better when it came to tawdry smut. What Fluttershy was telling her was that the monster had come out of hiding only recently, and that meant—

“Oh, dear...” she whispered. “This was my fault, wasn’t it?”

“No!” Fluttershy said quickly, looking up into Rarity’s eyes with her own brimming with unshed tears. “It’s all mine! I’m usually okay! But this thing... it has a mind of its own!”

“All right, dearest. All right,” Rarity said soothingly, continuing to caress down the length of Fluttershy’s mane with her hoof. “Was it something in particular, or am I just that irresistible to it?”

Fluttershy was silent for a long while, lowering her head and leaning into Rarity’s chest. “It... during the massage... you sounded... nice... and I couldn’t make it stop growing...”

“Oh...” Rarity replied, her eyes wide in realization.

They never really talked about it, because such things weren’t discussions for proper ladies, but Rarity had been aware of Fluttershy’s preferences for some time. She’d been amused when she’d realized, and had even enjoyed the vicarious thrill of knowing her actions might be affecting Fluttershy. She tended not to be overly bothered that she was tempting some poor stallion with a flick of her tail, after all, and knowing she had a similar impact on a dear friend only enhanced her excitement.

But making Fluttershy squirm a bit and leave a wet spot on a massage table was a far cry from forcing this particular humiliation on the poor dear. Stallions were used to such reactions, and had ways to calm down before reaching such a state. Fluttershy, being unused to this thing forced upon her fragile form, had no such defenses. In short, Rarity was entirely responsible for Fluttershy’s predicament, even if she had only been doing what was normally harmless play.

“It’s... still so hard...” Fluttershy whispered. “I tried to calm down, but—”

“Shhhh.” Rarity replied, kissing the top of Fluttershy’s head. “I know, dearest. We’ll get through this, together.”

The more racy novels she’d read were more or less in agreement about such a situation... it would take some time to get this thing to retreat on its own. There were things that helped, cold water was a remedy, for instance, but not things they would have at hoof in a steam room. The only immediate option was to do something to tire the thing out, and while she knew in theory what to do, she’d never had a chance to apply said theory into practice.

A loud knock on the door made both of them jump. “Mizz Fluttershy? Are you in there?”

Fluttershy hid her head in Rarity’s chest fluff, trying to curl around the thing as much as she could.

“We’re both in here, Lotus,” Rarity called back. “We’ll need some more time.”

“Very well,” Lotus replied. “Take your time, Mizz Rarity.”

Rarity nodded, then turned back to Fluttershy, taking in a deep breath as she started to debate her next actions. “Darling... I’m going to take care of this, but I need you to trust me, all right?” She got down from the bench without waiting for an answer, sitting down in front of Fluttershy and eyeing the monster with trepidation.

“Of course I trust you,” Fluttershy replied in confusion. “But what are you going to do?”

"Well, darling, it's quite simple," Rarity started, with a cheeky smile. "What does one do when they are aroused greatly?"

Fluttershy said nothing and made no expression for a few seconds, until she blinked repeatedly and her face turned more red.

"I can make this problem go away, dear," Rarity restated as she edged closer, her eyes still eyeing the impressive length, until she looked back up at Fluttershy's eyes. "It is why I asked if you’ll trust me."

"I-I know... but, is... this right though? I-I mean I won't say no but... it's a bit... weird?" Fluttershy answered, her words slipping out almost like she couldn't get her thoughts together.

Despite the uncomfortable feeling Fluttershy was giving off, Rarity only smiled.

"Naturally so, dear. We are after all dealing with Wild Magicks from the Everfree! We've seen many outlandish things almost as intriguing as... this."

"Okay but—” Fluttershy asked, but stopped as Rarity reached up and pushed a hoof against her lips.

"Darling, I will absolutely make this go away," Rarity cleared her throat and stayed quiet for a moment until she spoke again. “But... I’m going to have to be very... lewd with you. Is that all right?”

Fluttershy said nothing, only opting to stare with wide eyed disbelief, until she tried to look away. Rarity expected as much. If she was in Fluttershy’s hooves, the whole situation would feel extremely awkward and she wouldn’t know how to handle it herself. Thankfully in Fluttershy’s case, all it took was a small push in the right direction, and Rarity knew exactly what to do. Without saying a word Rarity had taken the monster in both hooves, and was licking the head of it just before engulfing it in her mouth.

“R-Rarity!” Fluttershy hissed. “Is… what are you… a-ahh!”

Rarity allowed the head of the beast to pop out from her muzzle, gently rubbing up and down the length of it and cupping the orbs underneath it with her magic. “As I said… I’m going to do what needs to be done. Let me take responsibility for my actions, Sweetness. Just try to relax, take that robe off, and we’ll fix you right up.”

“This is-sn’t your f-fault!” Fluttershy protested. Despite this, she did as she was told, removing the robe that had constrained her wings and settling on the bench in a more comfortable position.

“It’s adorable that you think so. Have no fear, you and I will have a long-overdue talk when we get back to the Boutique.” Rarity smiled at Fluttershy, then took the head back into her muzzle, suckling it lovingly for a moment before letting it pop back out again. ”But not now, understand? Now I suggest you just moan into your wing if you need to.”

"O-okay," Fluttershy replied, looking bashfully away momentarily before returning her gaze to Rarity. "Have… have you done this before?"

Rarity hesitated for a long moment, torn as to whether she wanted to imply more experience or just be honest. In the end, it was the fact that the only other pony in the room was Fluttershy that decided it for her. "Well… no," Rarity admitted, looking to the floor while absently stroking up and down the length of the absurdly large thing with her hooves. "But I've read dozens of novels with... varying degrees of descriptiveness. I should be fine." She could barely hide the blush she felt in her cheeks. "Close your eyes and relax, dearest. Let me take care of you."

"Okay,” Fluttershy squeaked, appearing much more at ease.

Rarity smiled back at her, then focused on the monster before her. She took the head of it back in her muzzle, letting her tongue caress the flared, rough edge in a slow manner. She kept her magic cupped on the sack below, gently massaging and maneuvering the delicate orbs with the utmost care. Her hooves continued to paw and rub the thick, trembling length. She kept her hooves above the medial ring, thanks to books stating phalluses were more sensitive and quick to cum when the upper half was focused on entirely.

Despite the urgency in wanting to help Fluttershy, Rarity wanted to enjoy this monster more thoroughly. There was only so much a book could describe and she was already noting subtle differences from the various scenes she’d read. As she continued to suckle the tip, a new scent perforated the air around her. She didn't know where it was coming from at first, but bobbing her muzzle down slightly, the scent grew stronger momentarily, before she came back up.

Her curiosity piqued, she allowed her mouth to pop off the tip and followed the length downward between Fluttershy's thighs. The scent became stronger as her face became level with the magically held orbs. She took a quick whiff, realizing it seemed to be coming from those selfsame orbs. The scent wasn't off-putting, in fact, Rarity found herself slowly becoming enthralled by it. It was a light musk, an odd mix of feminine body wash, and a tinge of sweat that reminded her of a hard-working stallion. She found it curiously intoxicating, and as she moved her face closer to the trembling mass, she could feel a tingle of arousal that she had not expected to feel. For all that she had this new equipment hanging from her, Fluttershy was almost entirely unlike the sort of pony Rarity would normally think of as appealing. She was attractive, to be sure, but had only been empirically so until now.

Her muzzle came in contact with the area between the two orbs, causing a stifled eep from above. Rarity's eyes went up to Fluttershy's, quickly noticing hers were clenched closed, while her lips were pinched shut. Despite the uncertain look, she wasn't protesting to any of Rarity's ministrations, trusting completely in her friend knowing what to do.

She pressed her muzzle deeper into the crease of the sack, letting the light musk cloud her mind. A flitter of yellow wings caught her attention, before she moved her muzzle down and let the thick orbs rest on the tip of her nose. The scent increased tenfold, causing Rarity to shiver with delight and flick her tail wildly. She moved her mouth to the underside of the sweaty orbs and hummed gently into them. At the same time, she moved her right hoof up to the tip of the monstrous erection, while her left hoof traveled to the base of the shaft. Once she came in contact with the tip, she felt something cold and wet cling to the edge of her hoof. She smiled and purred into the orbs, taking it as proof that Fluttershy was starting to enjoy what was happening.

She ran her hoof in a small circle around the tip, spreading the light fluid out evenly, while at the same time, she brought her lips to the right orb. She kissed it and quickly followed it up with a tentative lick. Her actions were rewarded with another flitter of yellow wings that were on the cusp of flexing outward completely. She wanted to see those wings flare open and a particular scene in one novel started to play out in her mind. Less than a moment later, she opened her mouth, letting both low-hanging orbs enter without pause. Once in, she clasped her mouth around them ever so gently, before humming loudly, letting her lips vibrate intensely against the delicate bits.

The result was instant. Those yellow wings flared open fully and Rarity felt her friend's body shudder and tense up. The sound of air being sucked through teeth greeted Rarity's ears, while Fluttershy's lower body arched forward, promptly pushing the base of the monster against Rarity's muzzle. Even with a mouthful of orbs in her mouth, and a needy erection right up in her face, she couldn't help but smile and hum even louder.

"A-aaahhh, that fe-feels… n-nice," Fluttershy whimpered and stuttered as her mouth trembled and her eyes clenched harder to stay closed.

Rarity was thrilled, feeling a true sense of contentment at having pleased her friend, but she wanted to give Fluttershy an experience to remember. She took her mouth off the orbs, letting the spittle soaked bits glisten in the foggy atmosphere briefly before she turned her attention to the throbbing mass above. Bringing her left hoof to the medial ring, she held it steady as she brought her head upward. Less than a second later she opened her mouth again and firmly latched the coarse and flat part of her tongue against the base of the shaft.

The erection flexed at the touch, but Rarity wasn’t done. Slowly and methodically, she started to trail her tongue upwards, letting her taste and savor every bit of it as she could. Her efforts yielded another twitch, so noticeable that her tongue briefly left it, and at the tip, another burst of white fluid came forth. Her hoof didn’t stop it, instead, the small amount that exited began to run down the shaft, landing on her tongue. Rarity let off an erotic moan as the oddly sweet fluid tasted divine, and it made her press her tongue more firmly against it.

She came to the tip, her lips resting against the flare, as she debated her next actions. Those books were great at describing foreplay, but with Fluttershy leaking so much precum, Rarity was worried she would push her friend to a very mediocre climax. She knew what to do next; all that she had to do was relax her throat and breathe in between her bobs, but the size of it made her reluctant. She wasn’t sure how much of it she could fit in her mouth, but in the back of her mind, she knew that it would be an enjoyable experience to learn. Not wanting to keep Fluttershy waiting, Rarity opened her mouth and latched her lips around the entire flared edge, successfully putting the first inch in.

Looking down, she knew there was no way it was all going to fit. Totally ignoring the girth of what she already had, there was simply no feasible way to account for the sheer length, and even if by some miracle she did, the medial ring would absolutely be impossible. She’d, of course, read about the infamous ‘deep throating’ in her naughtier stories, and while the idea intrigued her, the impression left was that it very much wasn’t for amateurs. She instead contented herself with bobbing her head up and down, slowly taking in more while humming something ravishing she’d heard some of the flower mares singing the other day. When the flare bumped up against her tonsils, she backed off a scoach to avoid choking.

As Rarity glanced up, she found Fluttershy looking down at her with wide-eyed wonder and adoration she’d never seen in those eyes before. Rarity decided she quite liked it, and bobbed a little faster, increasing the tempo of her song.

“Rarity... I’m... I think something is happening...” Fluttershy said between labored breaths.

Rarity would have smiled if her entire muzzle wasn’t filled with the mass of throbbing flesh currently occupying it. She bobbed a little faster, using her hooves to rub up and down the entire length not inside of her mouth. Fluttershy’s hips slowly started to rock in time with Rarity’s movements, a not so subtle hint that she was close to a finish. The monster in her mouth pushed further in than she was used to by that point, but she wasn’t going to voice her displeasure in the matter. When she felt Fluttershy’s hips jab forward, she allowed it, doing her best to swallow downward in hopes of opening her throat to fit just a little more of the beast.

“Ra-Ra-Rarateef!” Fluttershy screamed around a wing that she’d shoved into her own mouth.

At the very back of her throat Rarity momentarily felt the flared end throb and somehow expand inside of her, and a gush of what she assumed to be the ‘cum’ she’d read about, flooded into her. For a moment it was touch and go as to whether she could take it in, or if her stomach would rebel, but she somehow was able to begin swallowing despite discomfort from the pressure of it.

Fluttershy gasped, thrusting forward once more, and a little more of the flare lodged itself past Rarity’s tonsils. Rarity stopped moving entirely, trying to just let herself be a temporary receptacle for Fluttershy’s pleasure, feeling her stomach bulge as the flow continued down her throat in an increasingly airtight seal.

After what seemed to be an eternity, Fluttershy collapsed backward, pulling the huge thing from Rarity with an audible pop and allowing just a little of the fluid to leak from Rarity’s muzzle.

Both mares took in a much-needed breath, Rarity using her magic to gather the cum that had escaped before it fell from her lips onto her robe. The globule floated in midair, and she looked around for a moment for a place to dispose of it before grinning a wicked grin and bringing it back to her lips to drink it down.

It was sweet and held hints of the large amounts of apples and oats that composed much of Fluttershy’s diet. More of it dribbled from the end of Fluttershy’s slowly wilting member, and she quickly took the end of it in her muzzle, suckling the remaining cum from it as she might the cream filling from the filled donuts she sometimes ordered at Sugarcube Corner.

Fluttershy’s left leg kicked a little, but she was otherwise unresponsive. She lay back against the wall and gasped as if she’d just run a marathon. Rarity felt much the same, but her heated body yearned for more. With the scent of horsecock heavy in the air, her nether region burned with an intensity that was very reminiscent of a heat cycle. Her eyes focused on the wilted member before it retreated back into the sheathe, filling her with a sadness that reminded her of parting with a new friend she would never see again.

“How do you feel now, darling?” Rarity asked, her breath finally regulating normal again.

“I feel so much better now,” Fluttershy replied in a single, fast breath. “Thank you for making it go away.”

Rarity smiled, but she didn’t feel it. She’d been left in a state of need after taking care of Fluttershy’s problem. In her novels, what had happened between them was a prelude alone, but they didn’t have time to perform the next scene that typically quickly followed between the two ponies, not there in the steam room. As the mental image of a pony mounting his lover became apparent, a plan started to formulate in her mind.

This whole scandalous scene could have been easily resolved if Fluttershy had been upfront about her problem, and more so, upfront about her desires. Though her friend was slowly becoming assertive over the years, she still had trouble expressing some things properly. Now that the tension had come to a head, Rarity knew that the underlying feelings between them needed to be resolved in some fashion. Eyeing the pendulous balls still present on her friend, she knew exactly how she wanted that resolution to occur.

“Anything for a friend, dearest,” Rarity spoke, reaching up to wipe away a bit of spunk that was hanging from her lower lip. “But we shan’t take too much time to relax. After all, you still need a bath at my boutique.”

Chapter 4

With the beast back in its lair, the two mares were able to beg Lotus and Aloe’s forgiveness for rushing off and managed to escape the spa and make their way to the Boutique with nopony else the wiser about Fluttershy’s problem. Rarity ushered her friend inside, firmly relocking the door after them, and going so far as to close the shades.

“We can use my tub, Darling,” Rarity said, gesturing towards her stairs. “Go on up, I’ll fetch the potion. Make yourself comfortable in my room in the meantime.”

Rarity didn’t wait for a reply, instead going into her storage room and fetching the bottle of Zecora’s curative potion. She eyed it for a long moment, then put it back where she’d gotten it. It was enough to know she had it on hoof for now.

She wouldn’t be needing it for some time yet.

She instead brewed a nice pot of tea, setting up a tea service for two with some lovely biscuits she’d gotten in Canterlot during her last trip there. She found Fluttershy waiting patiently, though she frowned a little as Rarity entered the room.

“Did you not find the cure?” she asked, looking anxious.

Rarity shook her head but gestured towards the bed with a smile. “I’ll find it, have no fear. But first, let’s have a little chat, shall we?”

“Oh...” Fluttershy replied, looking nervous. She sat down on the bed as Rarity directed, taking a cup of tea in both hooves.

Rarity set the tea service down on her nightstand, pouring herself a cup with her magic. “So, darling, that was quite the thing earlier, wasn’t it?”

“It... was...” Fluttershy said quietly.

“You know, I meant what I said. What happened back there was more my fault than yours.” Rarity took a sip of tea, setting a hoof on Fluttershy’s thigh. “Though we might have avoided it being so bothersome if you’d been willing to share the nature of... the joke.”

“Rarity, no!” Fluttershy replied. “That... it wasn’t your—”

Rarity put a hoof up to Fluttershy’s lips, silencing her protests. “Darling, I’m afraid I have a bit of a confession to make. I... I know how you react to... certain things, and... I do them on purpose because I am a horrible, terrible flirt.”

“Oh...” Fluttershy said when Rarity took her hoof away.

Rarity nodded. “I thought it was adorable... and certainly didn’t do either of us any harm... until now.”

“It’s okay,” Fluttershy replied. “Normally I wouldn’t have had this thing—”

“I’m going to have to disagree, Darling. It’s very much not okay to toy with you like that,” Rarity replied, shaking her head. “The fact that I didn’t consider it to be any harm is, if anything, worse. Can you forgive me?”

“Of course!” Flutter replied, looking confused. “You weren’t trying to hurt my feelings, and... I liked it.”

“Yes... that’s the other thing I wanted to talk about...” Rarity said, floating her tea to the nightstand.

Fluttershy looked on quietly and even looked more confused when Rarity grabbed her tea as well, watching it float through the air to rest beside Rarity’s own cup. She was so busy watching the cup she didn’t even notice when Rarity placed a hoof on Fluttershy’s shoulder and pushed backward until Fluttershy fell back on the bed with a pompf.

“Wha-what did we need to talk about?” Fluttershy said nervously, looking up into Rarity’s eyes.

“You,” Rarity said sharply, putting her hoof on Fluttershy’s nose gently. “You haven’t been talking to me about a problem you have.”

“I didn’t want to let anypony else see—”

Rarity shook her head, pressing her hoof against Fluttershy’s lips. “Not about that. That’s new. I mean about your other problem, the reason why you had the new thing pop out and say ‘hello’.”

“Oh, that’s not a problem, really...” Fluttershy said, attempting to get up before firmly being pressed back down to the bed.

“Darling, if you’d told me you were attracted to me before now, while I might not have reciprocated that attraction, I would have been happy to help you,” Rarity said with a hint of gentle reproach. “I have a collection of toys we could have played with together. But you never said anything.”

“I... didn’t want to bother you,” Fluttershy replied, looking away from Rarity. “It’s... just a little crush. It’s not important.”

“Fluttershy,” Rarity said softly. “I would like to kiss you now. Would you like that?”

Fluttershy’s eyes immediately snapped back to Rarity’s own, wide and just a little frightened. “What?”

“I said that I would like to kiss you now,” Rarity repeated patiently.

“But... I mean... you don’t like m-mares,” Fluttershy replied, blushing furiously.

“Is that a ‘no’, Sweetness?” Rarity said breathily. She held herself above Fluttershy, refusing to look anywhere but into Fluttershy’s eyes.

Fluttershy looked ready to choke as she tried to force words out. “I... I mean, isn’t that too... intimate?”

Rarity laughed lightly. “Darling, not twenty minutes ago you and I did something far more intimate.” She lightly cupped Fluttershy’s cheek with the flat of her hoof. “So, let’s try again. Would you like me to kiss you, Sweetness?”

“Yes?” Fluttershy asked hopefully.

“That’s not an answer, that’s a question, darling,” Rarity said with a wry grin. “All right, I’ll give you this one.”

It was interesting, kissing a mare. She’d imagined hardness to match her softness, the lust of her chosen stallion beau driving him into her. Fluttershy simply matched the passion of Rarity’s kiss with her own. She was assertive enough to not shy from the kiss, but not so much as to seek to deepen it on her own.

Rarity briefly pulled back when she felt something brush her thigh. She looked back and grinned at what she saw. “Well, hello there! Something wants to join us!”

Fluttershy covered her face with her hooves. “I’m sorry!”

Laughing, Rarity turned her gaze back to Fluttershy. “Darling, there’s no need for that. He’s a bold fellow, but he doesn’t mean any harm. You’ve scolded worse into submission, haven’t you?”

Fluttershy looked up at Rarity miserably. “It’s different... I just... I want... I don’t even know... it felt so good when you were... and now I think about...it's a little scary...”

“Oh,” Rarity said solemnly. “Feeling a little beastial yourself, darling?”

Fluttershy blushed bright crimson, covering her face once more.

Rarity considered for a long moment, then the wicked grin returned. She glanced up at her canopy, and with a quick cast converted the silk into four equal lengths of silken rope. Another deft cast found those ropes tying themselves to the four corners of the bed, then her magic snaked the other ends around each of Fluttershy’s four hooves.

Her friend’s eyes opened wide as her hooves were pulled away from her face, then stretched tight to the bed leaving her spread-eagled, the monster standing up tall and proud like a flag pole. “What’s going on?”

“Just setting the scene so I can tame that creature, darling,” Rarity said soothingly. “Normally I’d say you’re the beauty, but right now that beast has you in its thrall. I’ll have to play Beauty instead.” She leaned down and kissed Fluttershy lightly on the cheek.

Fluttershy gasped as Rarity trailed her mouth up and nipped at her ear. “Rarity... what... are we going to... do on the bed?"

Rarity pushed back up with her forelegs, holding herself above Fluttershy. “Why, I don’t know. What would you like to do, hmmm?”

Fluttershy didn’t answer, and Rarity watched her eyes try to look at something off to the side. She wasn’t having any of it, but before Fluttershy could distract herself, Rarity took advantage of her unawareness and pressed her lips against Fluttershy’s.

“Mmmhmm!” Fluttershy murmured into Rarity’s mouth.

Though caught unaware, Fluttershy didn’t hesitate and matched her intensity in the kiss. Both tongues wiggled against each other and Rarity could see Fluttershy’s forelegs straining against the bindings. As Fluttershy shifted, Rarity felt the beast poking at her thigh growing more and more, and breaking her kiss for a moment, she peered back and felt a shiver of anticipation course through her body. That burning sensation she felt in the spa was starting to return, and she couldn’t help herself as her tail twitched rapidly.

Rarity pulled back slowly, kissing at Fluttershy’s slightly gaping lips one last time. “Sorry, darling, but I didn’t catch that. Would you like to try again?”

“P-please...” Fluttershy whispered.

“What’s that?” Rarity asked, tilting an ear forward. “Did you want something? A glass of water, perhaps? A backrub?”

A noticeable flutter of wings became apparent as Rarity’s magic ran up and down the length of the twitching monster.

“Ah! Goddesses!” Fluttershy gasped out in a sharp and deep moan. “Please... Rarity...”

“Please what? Must I guess what you desire? Perhaps you’d like me to allow this huge throbbing erection to penetrate my delicate flower?” Rarity said as she allowed said erection to rub against her hot puffy labia.

Fluttershy let out a needy whimper before she attempted to push her hips upward.

“Ah, ah!” Rarity said, kissing Fluttershy’s nose even as she rose herself just a little away from the attempted penetration. She kept hold of the head of the beast in her firm magical grasp, holding her wet entrance directly above the head of it, so close that Fluttershy could feel the steady stream of hot moisture dripping onto her unwanted new appendage.

“If you don’t speak up, we’re going to be here all day...” Rarity purred into Fluttershy’s ear. “What do you want, darling?”

Fluttershy managed little more than a nervous squeak, but Rarity knew if Fluttershy was truly uncomfortable with the situation she would have voiced her opinion on it. What Rarity wanted was a proper response from the timid mare, and she was going to make sure she got what she wanted.

"Maybe I'm not trying hard enough," Rarity faux-pouted, leaning her body back, letting the tip of the beast press more firmly against her wet lips.

Fluttershy tensed and her eyes closed. Her lips trembled, yet the beast below twitched and trembled more. She didn't buck her hips forward, no doubt remembering Rarity would have no qualms pulling away, yet she couldn't help grow more excited. Rarity started to let her hips sway back and forth, slowly guiding the beast with her magic in the process, making sure contact between the two didn't break.

"That feels s-so weird," Fluttershy whimpered softly.

"We can make this feel so much better, darling," Rarity whispered into Fluttershy's lips as she came in for another quick kiss. "All you have to do is use your words and tell me your desires."

As much as Rarity wanted it inside of her, she felt some apprehension knowing that this was going to be her first time actually doing so. She’d used toys and spells, of course, but that was a far cry from the beast that threatened to batter down the gates to her inner sanctum.

Fluttershy might not have been the knight in shining armor she always dreamed would deflower her, but sharing her first time with a friend that she held close and dear to her heart was just as special, if not more so. She wanted it, she wanted Fluttershy. Knowing Fluttershy's underlying feelings only made Rarity want this more.

Rarity was a bit of a hopeless romantic at times, she knew this, and could not have helped it even if she had wanted to change.

There was a part of her that firmly believed that in love there were no accidents, only fate pushing things along. And as she stood on the tips of her hind hooves, poised above that beastly and beautiful thing that threatened to rip her in twain, she knew that this was meant to be, this was Fate. All she needed was that last little push from Fluttershy, to acknowledge the desires she felt, to solidify both of their feelings.

"I-I want to…" Fluttershy's voice trailed off as Rarity's rear clenched slightly at the tip of the beast.

Close, but not close enough.

"Hmmm?" Rarity cooed as she found the head nicely snug in place, before she trailed her magic slowly down the shaft, letting it come into contact with those orbs below.

"A-ahhh!" Fluttershy moaned loudly, her timid resolve starting to crumble. "I-I want to put it in you."

Her words were quiet, but Rarity wanted to hear it louder.

"Could you repeat that?" Rarity asked, slowly moving her labia away. "Beauty would love to help her Beast, but she might get discouraged and leave if you don't speak up."

“No, please don't!" Fluttershy spoke louder, much to Rarity's surprise, as she wiggled her hips in an effort to put the tip of the beast back against those soft, wet folds. “I want to put it in you!"

"My, my… you almost sound like an eager stallion when you say it like that. Was that so hard, dear?" Rarity smiled as she began to lower her rear back down.

Fluttershy didn't get a chance to properly reply, and all that came forth was a loud and satisfying groan from both mares. The first inch slipped in with ease (as well it might have, given how very wet Rarity was) and Rarity found that, despite its monstrous size and girth, she was able to fit perfectly around it. It snuggled nicely against her inner walls and though she felt herself stretching out slightly, she wasn't off-put by it in the slightest. It was as if this thing had been molded to fit inside of her specifically.

"Oh, stars above…" Rarity's voice was low as she continued her descent. "So that's what a real one feels like."

"I'm sorry," Fluttershy whimpered softly, her hips wiggling slightly in an effort to push more of it in.

"Don't a-apologize, dearest. Let it all sink in," Rarity mewed seductively into Fluttershy's ear. "Tell me how this feels."

"It… it feels so warm and… wet," Fluttershy started, her eyes fluttering open as she stared down her body and eyed her throbbing thing. "But it feels… soft and hard. Al-almost like a pillow is trying to squeeze around… it."

"Does it feel good?" Rarity pushed down hard, and the huge member probed further inside of her. She’d managed to take just under half of the beast in before she felt it begin to widen and stretch her just a little more. That all too familiar medial ring was still inches below her entrance, and she wondered what it would feel like to have it pressing against her clitoris.

"It feels… very good, and I really like it…" Fluttershy's voice trailed off, almost like she was too embarrassed to admit it. "It still feels so wrong, though."

"There's nothing wrong about this, Fluttershy." Rarity's words left her mouth in a soft and reassuring tone before she lifted her right hoof and brushed it against Fluttershy's chest fluff in a slow and seductive manner. "We both want… no, scratch that. We both need this."

Fluttershy didn't reply, but Rarity could see a small, genuine smile appear on Fluttershy's face.

"I'm going to put more of it in, okay?" Rarity asked, readying herself to take in as much as she could.

"Okay." Fluttershy's reply was meek, but Rarity could tell Fluttershy was as ready as she was.

Rarity took in a deep breath, mentally preparing herself for the last plunge. She got ready to push herself down, but a different idea came to mind before she could. Instead, she pulled her rear up, letting her quivering lady parts come back up so only the flared tip of the beast was held in place. With it held, Rarity gave Fluttershy one last wry grin before she slammed herself down on it.

"Oh, goddesses!" she exclaimed in a voice that was soft but somehow carried and echoed throughout the room.

Both mares moaned in unison as Rarity managed to take in three-quarters of it in a single, swift motion.

As it quickly entered Rarity's body, she felt something similar to a spark of electricity from the base of her spine quickly travel up her entire being, before it exited her horn in the form of a small magical spark. Down below Fluttershy had a similar reaction as her wings flared open and stood as rigid as the beast below. With it lodged inside of her, Rarity stifled a moan as the beast flexed and tensed inside its new home. Both sets of eyes from the mares went wide, and for a brief moment, both just stared wide-eyed ahead with nothing coming into focus.

"That feels... so good..." Fluttershy spoke first, her voice was meek but carried a hint of excitement in it as her body relaxed against the bed below.

"I-indeed it does," Rarity voiced back, blinking several times before the intense feeling of being stuffed became very apparent. Not even with her largest toy had she ever gone so far. The ring was smashed tight against her labia, and she sincerely doubted that was going to make it in.

For the first time, she wondered just what might happen if Fluttershy unloaded inside of her. Would she possibly get pregnant? It was unthinkable between two mares, wasn’t it?

Poison Joke was a thing of the Everfree, and the Everfree was Wild Magick. She glanced down at the pendulous testes just below where their two bodies joined.

Wouldn’t that be the biggest joke of all? Having her first time with her dear best friend, and bearing her foal as a result?

Pinkie Pie would assuredly find it hilarious, Rainbow as well, though her laughter might have more of a mocking tone to it. Applejack would simply congratulate them both (and ask when the wedding would be), and Twilight would surely insist on studying Rarity for the entire pregnancy.

But how would Fluttershy feel? Would she be happy to be the proud papa?

She lifted herself, feeling the thing leave her innermost depths, and then slammed down on it again, relishing the feeling of it spreading her once more. She imagined what it would feel like to have it erupting hot cum inside of her, filling her beyond full, cramming her very womb with potential life.

The very thought of it made her let out a very unladylike whinny.

Fluttershy had a look of blissed-out haze in her eyes, but the sound seemed to rouse her and glance up at Rarity, worry writ large in her eyes. “Rarity, are you all right?”

Rarity lifted her rump again, developing a rhythm to the repeated movements much as she had the bobbing of her head while in the steam room. “N-never better, sweetness!” she said as she thrust downwards so hard that for a moment even the medial ring slipped inside of her drenched folds, the head of the beast kissing what she supposed was the very entrance of her womb for a brief instant. “Ohhh!”

Fluttershy’s concern only seemed to be getting worse. “Rarity, please don’t hurt yourself...”

Rarity smiled brilliantly at Fluttershy, taking one of her hooves from Fluttershy’s chest and placing it on her cheek. “Amazing! I... have never... felt... anything... like... this...” she said between pants, pausing as a deliciously warm haze washed over her, almost losing herself in it.

Unfortunately staying in a proper mindset wasn't going to be easy for her. It felt too good, and the more she got into her rhythm, the more she found herself giving in to her desires. As minutes crawled by, the feeling of the beast inside of her was too great that she had thrown her head back and panted in blissful ecstasy. Her tongue found its way out of her mouth and hung aimlessly with no intent to return back in. All she could muster was soft, yet whorish moans as she clenched as hard as she could around the beast. The clench earned her a moan from Fluttershy and it only amplified Rarity's drive to go faster and harder. Every time it went deep, she felt herself tense up and relax, thanks to it being able to hit every little sweet spot she had. She could feel it flex and tense inside of her and it kept pushing her to a building climax.

“Rarity...” Fluttershy said breathlessly from somewhere a million miles away, “I’m... I can feel it...”

Rarity did her best to calm her heart, looking down at Fluttershy and noting the expression of panic mixed with pleasure. “You’re close, darling?”

“Maybe?” Fluttershy said, still looking somewhat confused. “It feels good, but I don’t know..”

"Would it feel better if I moaned for it like a mare in heat?" Rarity coyly remarked.

Fluttershy didn't reply, her eyes going wide at the crass notion.

"This whole thing was caused by me being vocal in the spa in the first place. Why don't we drop pretenses and really get into it?" Rarity purred, rubbing a hoof into Fluttershy's chest fluff in a slow circular motion.

Following up her words, Rarity slowed herself down, yet moved fast enough to keep a pace working. She gyrated her hips, letting the meaty erection poke, prod, twist, and turn inside of her, almost like a life-sized joystick. She didn't settle for just that; she threw her mane back and brought up her hoof to it, brushing it back as she let off another whorish moan. She didn't hold back, and the softness she had prior with her voice was now obsolete, and in its wake was a loud lust-driven moan of a mate who craved total satisfaction.

Fluttershy's eyes closed and Rarity smiled as the mare beneath her tightened up and jerked her hips forward. Catching her mid-thrust, Rarity stifled a whimper and her own body faltered in its movement briefly, thanks to the beast momentarily hilting inside of her.

"That's the way, darling," Rarity carnally moaned, earning a flex from the beast inside.

With that said Rarity knew Fluttershy wouldn't be able to keep her timid nature in check for much longer. She felt it in the thrust but knew it could be more. Looking back briefly, she magically loosened the bindings at Fluttershy's legs, allowing her friend more movement from her hips. The result was instant, and though Fluttershy was still bound, she had enough leeway to thrust more upward. The beast shifted inside and Rarity failed to silence a whine as the tip of it pressed against a firm spot inside of her. She tried to continue to ride the monster but found Fluttershy eagerly working her own hips faster than Rarity could keep up with.

Instead, she stopped moving completely, holding herself in place as Fluttershy took command. All through her eyes remained closed, Rarity could easily tell she was concentrated fully on the feeling. Wanting to run with that notion, Rarity manipulated her magic and pressed it firmly against her clitoris.

"A-aaaahhh!!" Rarity screamed with pleasure, subsequently causing Fluttershy to grit her own expression and thrust harder. "Just like that, darling! Make every movement go as deep and as hard as you can!!"

Fluttershy stared into her eyes, as if into her very soul, and asked: “Should I... inside?... Can I... please?!”

“You can and you must!” Rarity cried out as a spasm took her, making her knees weak. “Do it, my Darling!”

For all of Fluttershy’s reservedness, it was easy to forget that iron core buried deep inside the softness. There was a strength to her that belied everything you thought you knew about her, and when she called upon it, it was quite shocking.

Rarity, at that moment, had reason to be thankful to Applejack for many a night of drinks with herself and Rainbow, always ending with the riding of that silly mechanical bull. For without that experience, she may have been thrown off by Fluttershy’s desperate and insistent thrusts that made their pelvises crash together deliciously, the entirety of the length of the thing disappearing inside Rarity like some magic trick that would have left even the great Hoofdini mystified as to how it had been done.

She wrapped the loose ropes around her own hooves in a desperate bid to hold on while mewling helplessly as the monster pistoned inside of her, barely giving her time to catch a breath before it reentered and drove the air from her.

And still, Fluttershy held her gaze, a look of pure determination and a dazzling smile on her face. the likes she normally reserved those rare moments when she had forgotten all that normally bothered her for just a moment and allowed herself some true joy.

Rarity smiled back, briefly matching Fluttershy's smile, but the feeling was short-lived. The constant torrent below was pushing her to a familiar point that she long craved. She was close, stuck on the razor's edge of hitting that satisfying orgasm. She wanted to hit it badly; the desperation and urgency in Fluttershy's thrusts told Rarity that Fluttershy was as close as she was.

"I'm almost there, darling! I'm… I'm almost there!” Rarity moaned, that climax ready to go off at a moment's notice.

Fluttershy just moaned innocently in return and Rarity felt the piston motion increase further. Her magic increased with intensity as well, her mind racing as the sweet sensation of vigorously rubbing her clitoris fought for her center of attention. So many different feelings played out at once and it was all too much as she got pushed over the edge. She felt her climax building up quickly inside of her, like a bottle of champagne ready to be opened for the first time ever, and with a pop of the figurative cork, Rarity felt the release she desired.

She moaned loudly, and it quickly turned into a scream of pleasure as everything in her body tightened up. She tried to hold the sensation in, pushing her to a point where it felt like she was going to boil over, yet Fluttershy's movements made it impossible. Nonetheless, she clenched as hard as she could around the beast, coaxing and drawing forth as much pleasure as her body and mind would allow. The orgasmic sensation came in waves of pleasure, and even with her remaining still, she felt her body tremble and quake from the intense feeling.

"R-Rarity I-I'm about to…" Fluttershy stammered out.

Rarity wanted to respond, would have loved to, in fact. So much so that she’d likely later kick herself for having missed the opportunity, but Rarity was a little busy letting out the mother of all screams into what she supposed to be the cosmos eternal because of the way her insides were desperately clenching on that throbbing beast inside of her.

Seemingly taking that as a response, Fluttershy drove herself upwards with all of her not inconsiderable strength, and opened her mouth (Rarity would later learn that all of the dogs within a mile or so had started barking at around the same time this happened), only for nothing to come out of it.

The head of the monster flared open inside of her, and the next few moments of Rarity’s life were nothing but heat, followed by a tremendous pressure as torrents of ejaculate filled up every nook and cranny with what felt like gallons of pure liquid ecstasy.

As she felt herself filling up, she also felt Fluttershy slow herself down considerably. Though Rarity herself could barely move, she felt a periodic shallow thrust from below. It mattered not as Rarity's body quaked and trembled not of her own accord. She felt her lower body constantly tighten and spasm beyond her control, either a jerk of her legs or her insides squeezing tightly around the still hard beast inside of her. She rode on the sensation for as long as she could, throwing herself into the mind-numbing thralls of pleasure, until both her body and mind started to calm down.

As the trembling and spasming had ceased, she felt her mind racing and her breathing coming out in soft but fevered pants. She stared down at Fluttershy, her breathing much on par with Rarity's, and both just stared wide-eyed at each other without any words being spoken. Even as only their labored pants filled the air, both mares smiled softly at each other, and eye contact was finally broken as Rarity's fatigued body started to be overtaken by her afterglow.

With a deep sigh, Rarity closed her eyes, feeling of the tamed beast starting to soften and withdraw from its assault on her inner sanctum. As it grew smaller and smaller, both mares stifled a groan as the tip of it briefly got stuck at the entrance, before Rarity raised her hips slightly, letting a wet pop resound loud enough so both could hear it exit. Now void of anything, Rarity clenched her tired rear end over and over, subconsciously yearning for more as the flood from within started to seep out.

Slowly opening her eyes back up, Rarity looked down at Fluttershy, almost expecting her to be staring back up. Instead, she found Fluttershy staring downward at the area where they were once interlocked, wide-eyed, her face shining that familiar crimson red. Wonderingly, Rarity lifted her body enough so she could stare back as well and she too couldn't help but blush.

White fluid was still flowing out of her at a snail's pace, but she was more intrigued by how much her belly was bulging out, vaguely reminding her of how a mare a few months into pregnancy would look. Smiling at the prospect of it, she was taken back briefly to her previous thoughts, and turning her attention back to Fluttershy's shocked expression, she wondered if the same idea was starting to resonate with her.

“That... was quite something, wasn’t it?” Rarity asked, as if making polite conversation over tea instead of gushing out a mixture of her own love juices and Fluttershy’s.

“Oh my gosh...” Fluttershy said, still staring down towards where the beast lay, gravely exhausted and retreating to its lair.

“Darling, I hope you’ll forgive my forwardness—”

“Rarity,” Fluttershy said suddenly. “Would... would it be okay if you untied me now?”

“Untied?” Rarity repeated before glancing up at Fluttershy’s still-bound forehooves. “Oh my goodness of course, Darling!” she exclaimed, a flash of magic animating the silken ropes and making them untie themselves. She made a mental note to make herself a new canopy for her bed, and another to save the ropes for other occasions as they arose.

Fluttershy breathed a sigh of relief, reaching up with a single forehoof to touch Rarity’s face. “I didn’t... hurt you, did I?”

Rarity stared down into Fluttershy’s eyes for a long moment, then smiled gently. “Of course not, Sweetness. I... I may be walking a bit gingerly for a day or two, but it will mend, have no fear. What about you?”

“I’m not hurt,” Fluttershy said promptly.

Rarity shook her head, cupping Fluttershy’s hoof with her own. “Darling, I know you’re not hurt. I meant are you all right? I know that must have been... very odd.”

Fluttershy visibly hesitated to answer, finally saying: “It... was. But it was nice. I’m... glad we could do that together.”

Rarity eased herself down, laying on Fluttershy’s chest and sighing contentedly. “Oh, Sweetness, I am too. That was much more perfect than I ever actually expected it could be.”

“What do you mean?” Fluttershy asked, her hooves and wings wrapping around Rarity protectively, swaddling her in an embrace Rarity found both comforting and incredibly endearing.

“Oh... I just mean that this was... well, you know... you were my...” Rarity trailed off, blushing furiously, then tried again. “All right... you’ll recall I mentioned I hadn’t actually gotten up to much beyond reading about these things...”

“Oh,” came Fluttershy’s soft reply. “Was... that the first—”

“Yes,” Rarity replied quickly. “You, Fluttershy, were my very first stallion. And you were wonderful, darling.”

“Oh,” Fluttershy repeated softly, and the hug around Rarity tightened a bit. “Rarity... is that okay?”

Rarity lifted her head to gaze lovingly into Fluttershy’s eyes. “Darling, it’s more than okay. It was perfect.” she scooted upwards on Fluttershy’s chest as she said this to kiss Fluttershy fondly. “I can say with an honest heart that I don’t think a proper stallion could have done it any better than you.”

“Oh... okay,” Fluttershy replied, the slight look of worry in her eyes replaced with a look of pure adoration. “Thank you.”

They lay embraced together for what seemed a timeless eternity, Rarity making a pillow of Fluttershy’s chest fluff, Fluttershy nuzzling into Rarity’s mane, before Rarity spoke again. “Well, thank you for indulging me, but I suppose we’ll need to get you into a nice bath. And perhaps a shower for me...” she added, feeling the once slimy spunk starting to stick to her coat.

“Mmmm...” Fluttershy murmured noncommittally into Rarity’s forelock. “Rarity… I don’t think I can…”

“Come now, Darling...” Rarity said, wriggling around in Fluttershy’s embrace. “Surely you’re ready to bid adieu to it—” she paused as her leg brushed up against something very hot and stiff.

“Rarity...” Fluttershy replied. “I’m sorry...”

Rarity laughed after a long moment. “Oh, dear. It’s back, is it?”

Fluttershy said nothing, though she used a wingtip to caress up Rarity’s flank in a surprisingly affectionate manner.

Rarity sighed, laying back down on Fluttershy’s chest. “Very well...” she said with another little chuckle. “I suppose it won’t hurt to keep this ‘joke’ running a little longer... But my legs are like wet noodles, Darling. Would you like to try being on top this time?”

Epilogue

After a fondly-remembered afternoon spent with Fluttershy, they did eventually get around to giving her a dip in the cure. The only trouble was, it didn’t work.

It was a relaxing enough bath for Fluttershy, but it didn’t reverse her little problem, which left both of them understandably concerned. Fortunately, they were in a place full of solutions for those who wished to cover up, and according to Rarity long skirts were in at the moment anyway. A pair of pink panties solved the other two potential problems, and all they really had to worry about was waking the beast inside of Fluttershy, which had been thoroughly sated by that point due to the aforementioned afternoon.

By the end of which Rarity could no longer qualify herself as anything resembling a virgin in any fashion.

They’d made a trip to Zecora’s in hopes of discovering what had gone wrong with their batch of cure, only to discover that the cure was fine, it was the poison that didn’t match it. After a search in the woods, Zecora had taken samples of the plant Fluttershy had fallen in, promising to study it and find a remedy for this one as well.

This had all been some days prior, and since then, Fluttershy had acquired a larger collection of long skirts and more undergarments than she’d even thought she’d have needed to own.

Furthermore, Rarity had discovered she thoroughly enjoyed it when Fluttershy bit her ear while cumming inside of Rarity’s tailhole. This had been a rather surprising discovery for both of them, as Fluttershy hadn’t initially known she’d missed and Rarity had been too shocked to do more than whimper and moan and was thereafter insistent that Fluttershy ‘plow her like a cheap whorse’.

Fluttershy had apologized profusely and Rarity had begged her to do it again. That had occurred on the first day of waiting. Since then Fluttershy had become a daily visitor, and Rarity had a lot to smile about, though her gait was a little bowlegged.

Eventually, they had returned to Zecora’s hut, only to find that another surprise.

“My friends, I have some interesting news, I think the results might shake your views...” Zecora said in her usual musical affectation.

What followed was an awful lot of explanation in rhyme, which left Rarity just a little bewildered, though eventually, she got the gist of it. Fluttershy hadn’t fallen into Poison Joke, she’d fallen into something that to the best of Zecora’s knowledge hadn’t ever been found before. It had elements of Joke but had apparently crossbred with another plant Zecora had a passing familiarity with; Heart’s Desire.

Mixing Wild Magick with another Wild Magick was going to end up with some very strange results. Zecora could only conjecture what such a mix might be, as Joke tended to prey on a pony's insecurities, while Heart’s Desire attempted to grant their fondest wish in the form of multiple talents which eventually became the dreaded Cutie Pox of legend.

While there were known cures for each, the fact that the curative bath for Poison Joke had not worked left Zecora wondering if perhaps the problem was that the magical change in Fluttershy’s form was something she had wished for. She promised to continue to work on a cure, but suggested one possible solution might be more of the poison, reasoning that if exposure induced a wanted change, another might do the same, if a troubled mind were to be cleared before exposure.

She’d given them two vials of the potion she’d made with the new plant (they even had a label, though Rarity couldn’t make out the words written on it), placing them into Fluttershy’s saddlebags and pausing briefly to whisper something to her that Rarity could not make out despite trying her best to desperately overhear it without looking like she was trying to do so.

***

Their walk home was silent for a time, neither of them quite knowing what to say. Rarity had some questions, of course, but she didn’t know if they’d be especially helpful. Asking Fluttershy to speak her mind was difficult in the best of times, and had to be less so when speaking of matters of the heart. With Fluttershy, if you wished to know her mind, it was more important to listen than to speak.

Eventually, Fluttershy did speak, much to Rarity’s relief. “Do... do you like... it?”

Despite immediately knowing what she meant, Rarity was careful with her response. “I’ve certainly enjoyed you using it with me,” she replied.

“Oh...” Fluttershy replied, looking crestfallen.

They walked in silence once more for some time before Rarity finally ventured a question of her own. “Darling, do you like your addition?”

“I...” Fluttershy trailed off, visibly conflicted. “I like that I can make you happy with it... And it’s nice sometimes...” she offered, choosing to stare down at the ground rather than meet Rarity’s gaze.

Rarity stopped dead in her tracks, putting a hoof on Fluttershy’s shoulder to stop her as well. “Darling, you just can’t be saying you’re hesitating because of me.” Rarity said. “Because I simply won’t accept that.”

Fluttershy, still not meeting Rarity’s gaze, said: “It’s fine. I really like making you happy—”

Rarity tilted Fluttershy’s chin up until their gazes met once more. “Darling, do you think we couldn’t be happy if you didn’t have that new friend of yours?”

Fluttershy frowned and said: “You never... looked at me like you do now... before. Like... like one of the stallions who say you’re pretty and do you favors.”

It was Rarity’s turn to look away, abashed to hear the slight accusation in Fluttershy’s voice. “That’s... true,” Rarity allowed, a small frown forming on her own face. “It’s certainly not that I don’t find you attractive, darling, it’s just that I never considered being with a mare until—”

“Until it came out of me.” Fluttershy said, completing Rarity’s sentence. “I... I wanted so many times to ask if maybe we could... well, you’ve seen how close Lyra and Bon Bon are...”

“You’d have to be blind to not notice that, yes. I’m already working on their gown designs for when one asks the other to marry.” Rarity replied with a chuckle. “I’m not saying I don’t understand what you’re talking about, just that I’d never considered it for myself.”

“Until you saw it.” Fluttershy repeated. “You saw it, and... you noticed me. Like I was somepony out of one of those novels you like... and you... w-wanted me...”

“And you think that would change if you didn’t have that thing?” Rarity asked softly. She stepped closer, and pressed her lips to Fluttershy’s own. She pulled back from the kiss, smiling softly. “I may not have noticed before, but now that I have you, I’m not letting you get away so easily, Sweetness.”

“B-but if I don’t have it—”

“Darling, I think I mentioned before, I have a positively massive collection of toys we can use,” Rarity replied with a little chuckle. “And there is a catalog for a lovely shop in Canterlot that has items even I feared to try. Some of them make your friend look rather svelte by comparison. That beast you’re lugging around isn’t at all what I find attractive about you. It just happened to be the first thing that spoke up for you when you very clearly could not.”

Fluttershy gazed into Rarity’s eyes, looking for any signs of deception. “You... you wouldn’t miss it?”

“Well, a little...” Rarity admitted. “If this is the type of performance we could repeat every now and again, such as on birthdays or anniversaries, I’d absolutely love it... but not so much I’d want for you to keep it around if you’re unhappy having it. Do you like it, Sweetness?”

“Not... very much,” Fluttershy admitted. “Being inside of you is so nice, but I... I really liked spending time in my tub, just me and my hoof, and getting everything just right...”

Rarity nodded. “I couldn’t agree more, darling. Much as the idea of trying out the other side of the fence appeals in theory, I don’t think I’d actually want to jump said fence, as it were. Too used to where the tools are kept.”

Fluttershy nodded earnestly. “But... I mean... I’m just... without it, I’m just me. Would you be able...”

“It’d be an adjustment,” Rarity replied blithely. “I’m not certain I quite know what to do with those bits, beyond what I do with my own, but I’d be happy to experiment and find what makes you feel best,” she paused, smiling wickedly. “Also, it’d be nice to try mounting you from behind. It’d feel so very selfish if I deprived you of that.”

Fluttershy blushed, her wings fluttering in tow as well before she hesitated for a moment longer. She recomposed herself, then reached into her saddlebag to pull out one of the vials. “Zecora... she told me not to drink this unless I was sure about what I wanted,” she took a deep breath. “She also said that the second bottle is for Elizabeak.”

As Fluttershy unstoppered the vial, Rarity could finally make out what the scrawled writing on the side said:

True Love’s Wish.

Fluttershy downed the potion, drinking it down to the last drop, then waited, expecting something to happen quickly. “Ahhhhhhh!” she exclaimed in surprise as it apparently did.

Rarity stared at Fluttershy for a long moment before asking: “Is... is that it?”

Fluttershy nodded, looking bewildered. “I... I think so. It feels... I don’t know.”

Rarity circled around Fluttershy, not noting any immediate changes. “Do you mind if I... check?”

Fluttershy turned her head around, her blush becoming more apparent as it burned on her face. “Um... okay.”

Rarity used her magic to lift the long skirt, taking care to place it over her head so that she herself would act as a barrier to any casual observer, though said observer would still see Rarity poking her head under Fluttershy’s skirt. She decided that was less embarrassing than the hypothetical observer seeing any abnormalities on Fluttershy.

The first thing she noticed was the lack of the pendulous orbs that had been tucked away inside of the underwear Rarity had made for her, leaving the garment just a little ill-fitting. She pulled that item aside and found Fluttershy’s dock and teats looking much as they had during the hundreds of times she’d casually observed them during Fluttershy’s various fittings and while she was modeling outfits for Rarity in her private showroom.

“Does... does it look normal?” Fluttershy asked.

“Still checking, darling,” Rarity replied. She pulled the undergarment further aside, examining the area from which the monster had sprung, only to find it looking completely as it always had.

Rarity took a long look at Fluttershy’s labia, noting that there was a barely perceptible dewey glistening along the slit. Even the formerly masculine smelling musk had been replaced by a gentler but somehow no less heavy smell of feminine arousal.

She braced herself, hoping for the best, then gave a long lick up and down the lips, delving her tongue into the cleft and gathering the moisture up.

“R-Rarity?!” Fluttershy gasped out.

Rarity smacked her lips, noting a slight tang and subtle sweetness. She nodded, then tugged the panties back in place, emerging from under the skirt. “Sorry, but I had to try it out sometime, Sweetness. I think I shall manage just fine,” she said, coming up alongside Fluttershy and kissing her on the cheek.

“Okay...” Fluttershy said softly, her face looking like a ripe tomato in hue.

“Well,” Rarity said. “That settles that for now. Let’s walk you home, shall we?”

Fluttershy followed meekly behind, and Rarity was amused to see that she was having trouble lowering her ruffled wings.

She decided that after she’d dropped Fluttershy off, she would make a brief stop at the marketplace. For some reason, she was experiencing a sudden craving for pickles and peanut butter.

Author's Note