••••••••••

The trip to Fluttershy’s cottage was quick, but not so quick I couldn’t worry about what I was in for.

Fluttershy was the first pony I ever befriended. She found me and saved me from the Everfree Forest. Nursed me back to health and watched over me as I healed. She was probably the kindest, sweetest pony you would ever meet.

She was also the most repressed pony you will ever meet, who was more comfortable with animals than ponies. She rarely if ever indulged in any feeling she had, out of sheer fear of those feelings and the consequences thereof. Especially when it comes to romantic feelings.

Not to brag, but she was also kind of in love with me. As in, madly in love with me. Unable to do anything about it. Not that I could do much either. It was awkward.

Sure, I was getting used to the idea that I was never going to get home again. And let’s just say that a girl who loved me with all her heart and soul was attractive, regardless of whether or not she had hooves and wings.

But the whole species barrier was a rather high hurdle to overcome.

Was. Past tense.

The very rare occasions Fluttershy does indulge herself - the incident with the self confidence coach springs to mind - all of those repressed emotions, wants, and desires come shooting out. And I suspected that in this instance, trying to control the process would be like a crowd watching a child trying to control a fire hose- it ends with everyone sore and wet.

We started losing altitude, snapping me back to reality. I recognized Fluttershy’s house, and my stomach started tying itself in knots. I wasn’t entirely sure how this was going to go down, but based on the morning so far, odds were good that it would be both awkward and full of sex.

“Woahhhhh-!” I shouted in shock as the ground came up a lot faster than I was expecting. Dash swung me down and forward, and I landed in a forward shoulder roll. I ended up on my back, groaning a bit. I sat up and shot a glare at Dash, who had landed a few feet ahead of me.

“What the hell?!” I demanded.

The naked winged girl glared back, hands on her hips.

“Well excuse me! I’m not used to flying in this form!” She growled. She shook her head. “How do humans fly on your world, anyway?”

“Better than that,” I grumbled. She walked up and pulled me to my feet, leaning back with her whole body to get me up. She then shoved me towards Fluttershy’s door.

“Yeah whatever. Now go on! Get in there!” She ordered.

“Wait what-?” I tried, but she shook her head.

“Element of Loyalty, remember?” She said. “Besides, there’s no better wingmare than me!” She winked and grinned. Then she glared and shoved me again. “Now go!”

I took a deep breath. I’d been taking a lot of those today. I knocked on the door, rapping my knuckles against the hard wood.

“O-Oh,” Fluttershy’s voice carried through it nevertheless, “pl-please… Come in…”

I glanced back at Dash one last time, who was impatiently glaring. I opened the door and walked into the small cottage. I shut the door behind me, but I could tell Dash was going to be watching through the windows.

The fact she had her face pressed up against one in the most obvious way possible was a dead giveaway. Right, focus.

Fluttershy was wrapped in a blanket and hiding behind her couch. The top of her head was just visible, as she peeked at me.

“H-Hello, Shepherd,” she managed softly. I walked over to her and smiled.

“Hey Fluttershy,” I said. “You went with this too, huh?”

Fluttershy’s entire face turned bright red, and she nodded quickly. She sank down a bit lower.

“W-Well… I’ve always… Wanted to be a human,” she murmured. “Ever since I met you, and um…”

I reached out and grabbed her shoulders. She squeaked, and I pulled her up to look me right in the eyes. Her wings shuffled, and the blanket fell from her shoulders as she stood up.

Now, every mare turned woman had been completely beautiful, each in their own way. Maybe it was an artifact of the magic? Maybe it was translating how attractive they were as ponies?

For Fluttershy… I couldn’t really think. Even with all the sex and female beauty I’d been exposed to, my jaw dropped and eyes glazed over.

She was tall-Taller than me, actually. Her long, beautiful hair cascaded down her back and shoulders like a perfect waterfall. Her eyes were just as expressive as before, and glimmered like diamonds. Her lips were the color of rose petals, and looked just as soft and inviting.

Her skin was lightly tanned, and she had dimples on her cheeks. And her body?

Oh damn.

The fact she was busty went without saying. Her breasts weren’t as huge as Pinkie Pie’s, but they were perfectly formed and perky. They shook slightly as Fluttershy trembled and my eyes were locked on to every jiggle.

Her hips were just as perfectly shaped, curving down from a strong hourglass figure into long, shapely legs just begging to be wrapped around a man’s waist. Her stomach was smooth, just the slightest hint of her abs showing. Her ass was round and smooth, and she had just a bit of extra padding around her waist.

The fact she was already trying to cover up, her face red, just made her hotter. How weird was that? No wonder she was a model, if this is how her form was translated between species.

“Um… I um…” She slowly looked at me. Or tried to, her eyes almost meeting mine a few times. “Y-You know... I wanted to… To make you happy. I’m sorry if I don’t look-”

I reached out and pulled her against me. She gasped as she looked up at me, for a second, before I kissed her inviting lips. Fluttershy froze for just a second, before she wrapped her arms around me and eagerly kissed back.

The world turned into just Fluttershy’s warm body, eager lips, and beautiful voice moaning into my mouth. She thrust her tongue between my lips, and mine wrapped around hers as we wrestled with our mouths.

My fingers ran through her long, beautiful hair. I’d enjoyed grooming her with a brush from time to time, given how long and soft it was. Thanks to different sensitivities for humans though, the sensation made her moan wantonly.

Our kiss became wetter and sloppier, as our hands became more daring. I gripped her bottom and squeezed hard, making her gasp through her nostrils. She clutched at my buttocks in turn, and I growled against her lips.

I broke the kiss, panting hard against her mouth. I looked her deep in her green eyes, beautiful in any form.

“Haa… Haa… You’re gorgeous,” I said emphatically, “I love you.”

Her face turned bright red. She licked her lips, looking hungry.

“So,” I said, “how do you want to-?”

Fluttershy wrapped her arms tightly around my waist, kicked my feet out from under me, and she fell back. We landed on the couch, me on top, as I yelped in surprise.

Fluttershy growled deeply, her eyes darkened with lust.

“Buck me and put a foal in my pony pussy, ponybucker!” She snarled in a tone that made my dick hard as steel.

The feral look vanished from her face, and she immediately became apologetic.

“O-Oh! Oh, I-I’m so sorry Shepherd I didn’t mean to-”

I kissed her again, and got out of my clothes as fast as I could. I pushed her long, gorgeous legs apart. I would spend a lot more time with them later-On her entire body, later-but right now? I had a mission to accomplish.

“Mmph… Keep doing that,” I growled in her ear. I bit her earlobe and made her gasp. My hands grasped her huge, perky breasts and I fondled them eagerly. “Let it all go. Now.”

Fluttershy smiled happily. Her hooded sex kitten expression returned as she bore her teeth. She had cute little fangs, left over from when she’d turned into an apple sucking vampire.

“BUCK MY TIGHT CUNT YOU HUMAN BASTARD!” She squealed.

I grasped my cock, found her pussy, and rammed into her with the full force of my hips! Fluttershy screamed, throwing her head back as she wrapped her long legs around my waist. My eyes crossed as her pussy convulsed around me, and she squirted all over my lower belly.

Yeah, I lost my mind after that. I rammed into her like a piston, pounding Fluttershy into the couch as my hands and mouth were savagely occupied with her breasts, neck, face, hair, hips, ass, thighs, and pussy. Her hands and mouth left marks on my throat, my back and shoulders, my chest, and my ass.

Neither of us cared, so engrossed in fucking as hard as we could. The couch actually buckled underneath our passion, groaning almost as loudly as we were. I could see my cock slightly in her lower stomach each time I bottomed out. I felt like I was reaching her womb!

Like I said, Fluttershy was easily one of the most repressed ponies I’d ever met. So when we got to sex? She didn’t want anything complicated.

“BUCK ME! BUCK ME! KNOCK ME UP YOU BASTARD!” She shrieked. “BUCK A FOAL INTO MY PUSSY! WRECK ME YOU COWARD! HARDER! HARDERRRRRRR~!”

Her eyes rolled in the back of her head, and her shrieks stopped as her nails dug deeply into my shoulder blades. I bit down on her shoulder to contain my own scream, the spike of pain shooting along my spine like a live electrical current!

I could taste blood. My eyes crossed. Fluttershy closed tightly around me like a vice, clinging to me as tightly as possible inside and out. I erupted in a gusher, shooting off again and again and again…

I collapsed atop her, letting her shoulder go as I sucked in as many deep breaths as I could. She was left breathing softly, her chest going up and down underneath me. Her fingernails withdrew from my shoulders… And apologetically began to stroke me up and down, massaging my muscles.

I returned the favor with a nuzzle to her neck, and apology kisses to her bruised shoulders and throat. Our eyes finally met. She was blushing again, softer this time.

“I… I’m sorry,” she murmured. “I’m sorry I hurt you…”

I nuzzled her, and chuckled.

“It’s okay,” I whispered back, between kisses to her neck that made her coo like a dove. “I… I love you when you’re gentle, and when you’re… Not so gentle.”

“Still,” Fluttershy mumbled, “I didn’t mean to…”

“Well, if it helps,” I said with a grin, Maud’s crystals still going right to my dick and resuscitating my libido, “we can do it again. In many different ways, as many times as we want to~.”

Fluttershy trembled and let out a soft moan, her inner muscles clutching at my revived cock. I held back a groan and nuzzled her neck again.

“Later, yeah! But not now!”

We both looked to our right, where a very impatient Rainbow Dash was hovering. Her hands were on her smaller but perky breasts, while her juices dripped down her athletic inner thighs. Her hips were certainly child bearing, that was for sure.

“Come on Shy, you promised,” Dash whined. Fluttershy beamed up at her oldest friend, and then back to me.

“You’re right,” she said, “thank you Rainbow Dash.” She gently pushed me up, and I awkwardly sat onto the now soaked couch. She tried to stand up, but fell back-I caught her. She giggled, almost drunkenly, and began to flap her wings.

“Let me just get some first aid for Shepherd,” she said, slowly flying off upstairs. Dash groaned, both her hands going between her thighs. Dash gave me the most pitiful look imaginable. Kicked puppies didn’t have nearly the same ability to control your emotions.

I sighed, and grabbed her around her waist. Dash yelped as I yanked her into my embrace, and kissed her deeply. She squirmed on my lap, and I reached out to grab her foot.

“N-No, wait-!” Dash tried, but the moment my hand wrapped around her tiny foot, she let out a loud moan. Her pussy gushed a bit, adding to the juices from Fluttershy covering my cock. I looked up at Dash, who was now blushing from head to toe.

“Sensitive feet?” I asked in disbelief, choking back a laugh.

Dash pouted adorably.

“Hooves… And yeah,” she mumbled. “D-Don’t make a big deal out of it! You shouldn’t-!”

I pushed her down onto the floor, and lifted her legs up. She yelped as I lifted her feet up, up higher, almost over her head. I then gave her a devilish grin. Dash glared.

“D-Don’t you dare! You had better not-!”

I kissed her toes, and Dash’s eyes crossed.

“AHN~!”

I massaged both of her feet, keeping her moaning. Not granted, I wasn’t really a foot fetishist. That’s kind of… Weird. But I had to admit, Dash’s were very cute and comely. The fact they were her weak points was also very nice, especially as I stroked up her calves and then back to her ankles. I pulled her legs apart wide, as she spread her wings. She whimpered as I lifted her bottom up, and bent my knees.

“Y-You, you-!”

“You said you were pissed and horny,” I said with a grin. “Let me fix that for you.”

I plunged into her tight pussy. The angle was a tiny bit awkward, I’ll admit, but the fact I could hit her clitoris, G and A spots in a single thrust would make it good.

“OHHHHWAAAAHHHNNN~!”

The fact Rainbow Dash came hard as I penetrated her hot, tight depths, tongue lolling out as her eyes went everywhere, proved it. I groaned in bliss.

Despite everything, Dash was still clenching her athletic muscles around me. Trying to make it feel even better for me. Just like the Element of Loyalty should.

I began to jackhammer into her from above, her wings weakly flapping like a drunken bird on the ground. I sucked in huge lungfuls of air as I plowed on into her, ramming deep with the power of gravity on my side. Her loud cute cries, that she tried to contain by biting the back of her hand, just made it even better.

Fluttershy hovered down the stairs, sighing a bit.

“You could have waited for me,” she said, a bit more loudly than her usual over Dash’s cries.

“Sorry,” I said. “I’ll, haa, make it up to you later, haa!”

Fluttershy smiled warmly as Dash screamed in another orgasm.

“I certainly hope so,” she said.

Author's Note

And we're back! Sorry for the delay!

Well, Shepherd has gotten even more sidetracked! Will he get back on task in order to find Princess Twilight to sort this mess out?

She certainly hopes so.