In a way Fluttershy was reminded of when she filmed Rainbow and Thunderbolt. There was a sense that she was with two people who knew each other very well, while she was an outsider—an observer. This, of course, made her walk with her thighs pressed together in case she was going to leave a mess.

Jumping up on the bed, Rainbow set the case down beside her and opened it up again. If it were anyone else, she would have had to at least spend some time thinking about it, but Fluttershy was too good a friend, and besides, seeing her horny, excited, and happy was just about the best feeling ever.

Spotting Rainbow so eager already, Spicy turned his attention to Fluttershy. "Undress when you're ready." With that said, he pulled his shirt off over his head and slid the boxer shorts down. He was happy to see Fluttershy distracted as she started taking her clothes off. "You need any help?"

"N-No. It's just a skirt, shirt, bra, and—" As she spoke, Fluttershy pulled her shirt over her head and self-consciously lowered her skirt to reveal the wet mess her panties were. "Oh my goodness…"

"Toss them in the laundry basket and we'll wash them for you. You can grab a pair of briefs later if you want—Rainbow doesn't need the normal size ones anymore." Spicy was both intrigued and not interested in Fluttershy's breasts. His only experiences with naked girls had involved Rainbow and a few times in high school. Now, however, he had to deal with them because he had to tie them up. "What size cup are you?"

Biting her lip, Fluttershy closed her eyes and pretended Spicy wasn't there. "D cup."

Running the numbers he'd remembered from the info he'd gotten, Spicy started tying some knots in the rope to get him started. "Relax. Close your eyes and think of the best time you've ever had in your life."

Being told to relax did the opposite, but when Spicy started to guide her thoughts she actually started to. She remembered when she'd first found Bridget. A smile creased her lips as she felt the first touch of rope to her skin.

Fluttershy had thought it would be itchy or harsh, but the soft, woven cord was actually nice. She listened to Spicy's words as he guided her to think of how the first warm breeze of spring felt on her skin, the feel of her hair in the wind as it carried it around, and even other simple experiences. Of course, while she was focused on those things she could also feel the ropes get tighter around her chest, two loops squeezed at her breasts, and even the tension spreading down to her belly.

When a pair of soft touches hooked in on each side of her panties, she was too calm to panic. She knew there was only Spicy and Rainbow in the room, and it felt nice to have Rainbow (who seen her naked even before their transformations) carefully undressing her. For a moment she tried to remember where her bra had gone.

The soft sounds of garments tossed into a laundry basket made Fluttershy's pony ears twitch and turn. She giggled when Spicy criss-crossed her waist with rope. The touch left her torso now and the loose ends of rope at her shoulders were gathered up. He moved her arms, positioned them comfortably behind her back before she felt loops of rope around them. Tighter and tighter, she was about to say something when she heard him ask something. "S-Sorry?"

"I asked if that was too tight? Try to move your arms. Is it tingly, burning, numb? Or cold?" Spicy was slightly amused at how relaxed Fluttershy had become. He had to admit, she was an excellent model to work on.

"It—It's fine. I don't feel any of those." Fluttershy, her eyes still closed, tried to roll her shoulders and pull her arms out. They didn't budge at all. She couldn't move them an inch. "I can't move my arms."

Spicy ran his fingers through Fluttershy's mane of hair. He was surprised when she bumped her head up into the contact, but ran with it. "Do you want me to restrain your wings?"

In all the relaxation and cozy seduction, Fluttershy had forgotten about her wings. Carefully, she gave each a little twitch and a gentle flap. "I think I prefer them loose." When Spicy's free hand stroked down one of her wings while the other kept petting her, Fluttershy let out a little whimper. It was a nice whimper, a happy and unfettered whimper. It made her smile and give the wing another little flap. When his hand stopped moving on her head, she butted against it again.

"You're like a big—" Spicy bit his lip and decided to take things a different way. "You like being pet, don't you, little kitty?"

Fluttershy almost opened her eyes. Her mouth dropped open a little before she closed it into a big smile and leaned forward, pressing her head—and her whole balance—against Spicy's hand.

It calmed Spicy. He hadn't realized there was so much tension until Fluttershy just started acting completely like a cat in a woman's body. He'd had some fun with pet play before, but it had mostly been treating Rainbow as an actual pony, plus there was no sex involved here. She was just a big kitty. "There we go. Want me to pet the other wing too?"

Thrusting the other wing forward, Fluttershy felt like she was floating now. She hadn't really thought about being a pet for someone, but Spicy was pushing only the right buttons—she was giddy at how good it felt.

But it had to end. His hands gently moved away from her wing and he gave one last ear-rub before slowly drawing that hand away too. More rope, more tightness. He spoke to her in soft tones, helped her relax even further and then guided her to kneel on the floor—sitting on her own ankles.

"Legs apart a bit. Do you want something in there? Don't answer, just nod." Spicy used his hands to nudge at Fluttershy's thighs until she was better balanced. When she nodded, he looked up at Rainbow and winked.

When Spicy's hands rotated over the top of her thighs, Fluttershy felt that as a sign she was spread enough for him. Her breath had sped up at that close-to-her-groin touch, but she focused on her calm and managed to keep from a panic attack.

But then the rope started around her legs, and to her surprise that completely relaxed Fluttershy. First Spicy put a loop around each knee and drew it tight. It locked her legs in place—bent—and was a firm reminder that she wouldn't be able to move much during this bit of fun.

He then brought rope down over her hips and looped it around her ankles. This forced her knees to bend a little more and made her ankles to her knees connect with her knee to her butt. She shivered as he repeated the ankle-tying on the other side. Testing the tension, she found herself completely unable to straighten her legs even a little. The oddest part of it all was how the rope wasn't digging into her. Wide, multi-wound lengths were more like being tied up with wide strips of cloth than rope.

"Are you okay now?" Spicy asked, bringing his hand up to pet Fluttershy's head again.

That touch was all Fluttershy needed to melt in bliss and lean against Spicy's touch. She nodded gently against the petting.

"And you still want to have something inside you for this?" Spicy got another nod against his hand. He looked up at Rainbow and smiled at her. "Rainbow's going to do it for you. Is that okay?" Another nod. "I'll keep petting you, don't worry, kitten."

Rainbow looked at her friend. She'd never seen Fluttershy into this kind of thing before, but she kinda liked the idea of seeing Spicy use some of this on her, too. That's when she realized that she was going to have to get up close and personal with Fluttershy's vulva. The vibe she'd grabbed from the "to test" basket in the other room was just a normal toy. She turned it on and felt the gentle, slow buzzing through her fingers.

The sound of a vibrator was distinct to Fluttershy. She snapped her eyes open, but all she could see in front of her was Spicy. She relaxed and closed her eyes again.

"It's okay, kitten. Just tell us if you want anything changed or different." As he spoke, Spicy watched Rainbow gather a pillow from the bed, strip the cover off it and bring it over. "Relax. Things are about to get tingly." Spicy brought up another hand and started rubbing Fluttershy's cheek.

The first touch of the buzzing toy made Fluttershy gasp, not because it was particularly powerful, but just because it was the first touch of the night. She quickly calmed back down from the petting, and when the toy stroked along her slit again she instead let out a soft sigh. The toy was slow, gentle, and not at all the harsh vibrations she'd expected.

Her chest was nonetheless heaving as Rainbow straightened the toy and started to push it into her. Her arousal was more than enough for it, or Rainbow had coated it with something, because the toy practically glided through her vagina with no friction. The gentle trembling of it was worked deeper into her until she felt Rainbow's feathers against her vulva.

Wondering if she'd have to clench down or if Spicy was going to use more rope to hold it in, Fluttershy was surprised by the soft thing worked between her thighs. A pillow. She almost purred at how well prepared Rainbow and Spicy had been, and how gentle they'd both been with her. She loosed a moan when Rainbow plumped up the pillow and worked it into place to hold the vibe in her.

With her eyes closed and just Spicy touching her, Fluttershy let the sensation of that vibrator pour excitement into her body. It wasn't the first time she'd played with toys, of course, but it was the first time she'd had someone else use one on her. Daringly, she poked out her tongue and licked Spicy's hand as it came in for another pet.

"Keep your eyes closed. I don't want you sneaking a peek until everything's ready, kitten." Spicy grinned at Rainbow when she mouthed kitten at him with a questioning look. He carefully tucked Fluttershy's hair back and behind her ear and then moved back from her. Stripping off, he turned to Rainbow who he could see had a remote control in the grip of her wing.

When Spicy nodded toward the bed, Rainbow almost bounced in excitement and climbed up onto it. She rolled around on her back a little to rough her coat up, then back onto her belly.

Spicy's shaft was in control, and when he saw Rainbow's rump slowly rise from the bed and her tail cock to the side, it signaled its excitement as cocks are always wont to. He reached one hand under the pump bottle by the bed and squeezed out a thick load of lube into his hand. "Kitten, if you want to open your eyes now, you'll get to see me fuck this little pony."

Slowly opening her eyes, Fluttershy froze in a sweat at seeing Spicy rubbing lube along his cock while advancing on the bed. Her friend, Rainbow, looked like an animal in heat with the way she'd arched her back and spread her wings out to the sides. She'd seen plenty of birds take up similar stances for their partners. Her heart sped up as Spicy climbed on the bed and huddled over Rainbow.

When Spicy spread his wings and reached between them to line himself up, Fluttershy's breathing froze. She paused, watching as Spicy got himself to the entrance of Rainbow's rear, and then actually moaned when he shoved forward.

The shock of moaning was nothing compared to the realization that she couldn't stuff her hand into her mouth or even cover her face to stop it. The weak vibrations from the toy were not enough for her taste now, but she remembered that Spicy had told her that if she showed distress, the fun was over.

Rainbow's wings beat slowly on the bed—in time with Spicy's thrusts. Fluttershy could see the hefty equine shaft plunging in and out of Rainbow's anus and, for just a moment, she imagined herself like that with a big, strong stallion driving into her. The fantasy took over, and though she watched as Spicy sped up his buggering of Rainbow, it was herself on that bed taking every thrust.

Author's Note

Spicy, any regrets about the joke that wasn't?

"Not really. It was a joke, but her reaction showed me how badly she was feeling." Ruffling his wings, Spicy stretched out and reached a hand to the rainbow-maned head bobbing over his crotch. "Besides, she was a good sport about letting me practice ropes on. Rainbow keeps struggling too much."

A muffled attempt at an argument came from Spicy's groin.

So I do this "Ask X" thing. X can be any pony within the story. You can ask them anything and they will definitely, hopefully reply. Keep the questions appropriate to the age-rating of the stories, and they will answer the best question in the author notes of the next chapter. The more votes a comment has the more likely I will get it to the right pony to answer. Try to keep it to one question per post! They will pick one question per chapter.

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Awesome ponies who are already helping to keep me in keyboards and rum:
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CadelDdraigDarkkon
Canary in the Coal Mine
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KFS Crimson
Sirion123
Vi Watch

And special thanks to the following, for careful eyes and friendly words:
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