Fluttershy the Helper

by Autumnblazelover61

Rating: mature
Tags: Porn, Rarity, Fluttershy, Sex, My Little Pony: Friendship is Magic, Thunderlane, Anthro, Romance
Length: 7185

Rarity finds out Fluttershy has never had sex before. This simply MUST be fixed.

Rarity discovers that Fluttershy has always desperately wanted to have sex, but she’s way too shy to ever have it. So she accepts it as her solemn duty as her friend to help Fluttershy finally get laid. The yellow Pegasus ends up being very helpful indeed while participating in a threeway with Rarity and another friend.

Cover art by Joakaha

Published 2020-10-24 23:20:00 UTC
Last updated 2020-10-24 23:20:00 UTC

Flutter Helper

"Fluttershy! Hello-ooooo?" The beautiful white unicorn cheerily called out to her Pegasus friend as she knocked gently on the brown front door of her cottage. "Are you there, darling? I finally finished those small white sequin dresses you asked me to knit for your little mouse friends at your animal sanctuary." Rarity gently pulled out a giant case from her saddlebag, which contained the several small articles of clothing and grinned widely. She stood there, blinking absently for a few long minutes as she waited for her timid friend to answer the door, but there was strangely no response.

After a minute, Rarity frowned, looking down at her watch. Fluttershy should have been home right now, when she wasn’t working down at the animal sanctuary. She eventually shrugged and retrieved some carefully wrapped cucumber sandwiches from her saddlebag with her magic. "I made some of those cucumber sandwiches you asked for for your family boating trip this weekend!" She smirked and cocked her eyebrows at the door. "I tasted one for myself, and they are simply divine! I especially know how much Zephyr Breeze dislikes mayonnaise."

After another minute of silence, aside from the distant chirping of the birds and birds, Rarity's eyes rolled back into her head and she groaned. She hated being kept this long and had already used up most of her catchphrases. "Fluttershy, sweetie? Are you in there or not? You aren’t answering the door, and I'm afraid I have a few other previous affairs to get to at the moment." She knocked on the door again, a bit harder this time, and when there was still zero response from Fluttershy, she sighed and turned to leave, when suddenly the door finally opened. "Oh, finally, Fluttershy, I-" Rarity turned to smile at her friend, only to find Angel Bunny standing in the doorway, his furry arms folded firmly in front of his chest.

"Oh, um, hello, Angel Bunny." Rarity said nervously, lowering her head to greet Fluttershy's pet rabbit, hoping he wasn’t in a bad mood. "I’m terribly sorry for the sudden intrusion, but is Fluttershy here at the moment? I don’t think I’ve seen her since that wonderful baby shower Pinkie Pie threw for Big Mac and Sugar Belle last week. I know she was exhausted after such a big party, and I have some things for her that I generously promised I’d..." Her voice trailed off as she saw Angel Bunny was now holding a ridiculously large clipboard and looking down at a list of names he had written down like he was searching for some kind of reservation. Finally, he found Rarity’s name and frowned, simply gesturing for her to come inside.

"Oh, thank you, Angel." Rarity said, stepping inside Fluttershy's darkened cottage and looking around the place for her. "I promise I’ll only be a minute. I’ll simply drop off these items with her and-" Rarity lost her voice as she heard the sudden sound of Fluttershy softly crying in the next room over. "Flu-Fluttershy?" She worriedly trotted into the kitchen in search of her sobbing friend. "Are you alright, darling?"

Fluttershy sat at her table across from where Rarity walked in, her head in her hooves on the end of the kitchen table, uncharacteristically crying her eyes out, barely able to breathe, soaking her mane, hooves, and table with her tears. Several of her animal friends surrounded her, trying to comfort the sobbing Pegasus and retreating as soon as they saw Rarity there, her mouth agape. As soon as Fluttershy lifted her head to let herself breathe, her large blue eyes meeting a concerned Rarity, she did an emotional turnaround and wiped her large tears away, sitting up straight and folding her hooves over her tears. "Oh! Rarity! Oh goodness, what are you doing here! I certainly wasn’t expecting YOU of all ponies to drop by today!" She said excitedly, offering the unicorn a large, fake smile.

Rarity held a hoof in front of her, wearing a mix of shock and worry on her face as she gazed between her friend and the tear-soaked table. "Fluttershy, darling! Why, you must have cried enough tears to fill up all of Seaquestria! What in Equestria happened to you?" She quickly galloped over and took Fluttershy's limp hooves in her's. "Are you okay? You look positively dreadful, my dear! Did something happen?" Fluttershy sighed, her eyes already welling up with a new batch of tears. "Oh, Rarity, it’s really nothing..."

Rarity put both of her hooves on the sides of Fluttershy's face and wiped the tears out of her eyes, looking at her sternly. "Fluttershy, I can see something is wrong with you. Did somepony say something bad? Was it Discord? Did he do something to you?" She asked. Fluttershy moved her hooves and shook her head. "Oh, no, Discord has been fine. Ever since the whole Grogar thing and the Battle Of The Bell all that time ago, he promised he wouldn’t keep anymore secrets from me. But..." She sniffled. "Since you asked, yes, somepony did say something mean to me!"

Rarity's mind raced as she took a seat in the seat next to Fluttershy. "Who in Equestria and beyond would ever say something mean to you now, after everything you’ve done for them? The animal sanctuary, helping with Twilight’s coronation, the snacks you brought to Big Mac and Sugar Belle's baby shower last week..."

Fluttershy took in another deep sigh. "Actually, yes, the baby shower is the problem. While everypony was dancing, some-um..." She rubbed her right arm nervously. "Rarity, can I tell you something a little, um, personal?" She asked, her voice dropping to a whisper. The question made Rarity's train of thought stall for a brief minute. Fluttershy wanting to share a personal secret with her? Rarity was no stranger to keeping such secrets herself, let alone sharing them with others, and Fluttershy probably kept secrets to herself like the Apple family kept their apple trees, but it was still a bit of an odd question. "Um, o-of course, darling..." She answered, a slight crack to be found in her voice.

"Well, I was at the baby shower chatting with Mrs. Cake and Derpy about Big Mac and Sugar Belle's new baby, and they started talking about how great it was when they had sex and now have kids of their very own..." She saw Rarity’s confused expression and rolled a hoof in the air to guide her along. "You know, Mrs. Cake has Pound Cake and Pumpkin Cake, Derpy has Dinky Doo..."

"Right..." Rarity said, sounding rather dithery in the moment. "Continue."

"And, um..." Fluttershy clapped her hooves together and looked away. "They sort of started to ask me if I was planning on having kids, when the last time I had sex was..."

"Oh my word! Well, how dare they!" Rarity growled, putting her hooves on her hips as she felt her blood starting to boil. "What you do and don’t do with your own body is your business and your business alone! That is simply none of their concern!" She shook her head.

"Right, but, well, you see, that’s when I realized..." Fluttershy said, tears already starting to stream back down her cheeks. "Oh, Rarity! I’m so embarrassed! I really never HAVE had sex before! I’ve always wanted to sleep with someone, Rarity, but I just can’t bring myself to do it!" She started crying over the confession, and a large yellow owl quickly flew in with a box of tissues for her . "Oh, thank you, Bubo." Fluttershy took a tissue and blew her runny nose into it deeply. Rarity just sat there, lost in thought.

"But-but darling, that’s preposterous. You told us all that you’ve had sex with males several times before." Rarity protested. She started counting on her hoof. "You’ve fucked Discord and Big Mac... oh! And wasn’t there that time where you had sex with Spike to help Gabby the Griffon with that little school of yours?"

"No, that was different." Fluttershy said as she dabbed at her eyes. "Discord and I have normal, casual sex all the time, as silly and weird as he tends to be, and I only did it with Big Mac because Applejack dared me too- and, um, you know, I didn’t want to be mean and turn her down like that. But I’ve never had real, once-in-a lifetime romantic sex with anypony. And I’ve never even realized it until last week at the party!"

Rarity nodded slowly, putting a hoof against her cheek and leaning on the table, her face full of concern for her friend. "Ah, I see. But darling, what do you mean you can’t bring yourself to do it? You’ve spent the past nine years gaining loads of self-confidence for yourself, and we’ve all been there cheering you on!" She sighed. "I suppose literally, in Pinkie Pie's case." Fluttershy just smiled, looking down at her tear stains and nodding slowly.

"Yes, yes, I know. You’v all helped me so much. Ever since I first moved to Ponyville and I met all of you, I’ve been gaining lots of self-confidence in nearly every area... except one, I guess. I suppose I’ll always just be too shy ever to get the sweet sex that I so desperately want!" She cried. The Pegasus quietly slipped a hoof downwards, teasing the cleft pink lips of her wet, untamed pussy, hoping Rarity wouldn’t notice and act on it.

Rarity nodded vacantly, and began stroking her chin, deep in thought. After a brief moment of her contemplating a plan, filled only with the sounds of Fluttershy's soft sniffling and gasping, she sat up, dramatically slamming her front hooves on the table. "Well, my dear, this simply will not do! I will not let one of my best friends live the rest of her life without experiencing such wondrous freedom!"

Fluttershy sniffed once and wiped her nose, her eyes now looking wide up at Rarity. "Wha-what are you talking about, Rarity? What do you want me to do" She asked. Rarity smiled smugly, putting a warm hoof underneath her chin and gazing longingly into her eyes. "Fluttershy, my darling, you don’t have to do a single thing. Let Miss Rarity handle everything for you!"

Miss Rarity? Fluttershy narrowed her eyes. "Rarity, I am NOT going to let you teach a sex ed class to me." She muttered. Rarity looked confused for a minute and then politely laughed and shook her head. "No, no, no, darling. I mean you," she booped Fluttershy on the nose. "Me, and another male friend meeting up and having our own special night together. Some chatting, and laughs, and at the very end of the night..." She winked at her. It only took Fluttershy a half second to understand what Rarity meant, and when she did, it made her whole entire body shiver, and her mouth bent into an uncontrollable smile.

"Oh, my! You... you mean it, Rarity?" Fluttershy's smile faltered for a second and she tucked her hooves into her stomach. "I mean, I wouldn’t want you to go through any trouble just for me..." Her voice completely left her as Rarity suddenly wrapped a warm, gentle hoof around her back, just above where her wings were, pulling her closer into a gentle semi-hug. "Trouble? Fluttershy, darling, I would trek through the stinkiest, foulest swamps in all of Equestria if it would make you happy." She smiled. "And I’m sure that tomorrow night will make you feel happy, my dear!" She unwrapped a delicious-looking cucumber sandwich and hoofed it to Fluttershy. "I cucumber sandwich guarantee it... that is, if our special guest will be in the mood to cooperate with us."

Fluttershy smiled brightly, taking the cucumber sandwich and taking a much bigger bite out of it than the one before it. "Oh my! That would be wonderful, Rarity, thank you very much! Um, but, just out of curiosity, who IS the other stallion that will be joining us?"

Rumble laid flat on his back on the couch, eating a bag of Hays Chips, while watching the Vanhoover Canucks game on his brother Thunderlane's TV. Suddenly, there were a few gentle knocks on the front door. Rumble groaned, laying his head all the way back. "Hey, Thunderlane! Somepony just knocked on the door, you lazy bum!" When his older brother didn’t answer, he groaned again and peeled himself off of the couch. Of all of the ponies that could have darkened his doorstep that day, he didn’t expect any of them to be Rarity.

"Hello, Rumble!" Rarity chirped excitedly as she met the colt’s gaze. "My word, what is it with everypony and answering their doors today?" She giggled. Rumble cocked an eyebrow suspiciously. "Rarity? Like, THE Rarity? What are you doing here?" He suddenly looked worried. "Did Sweetie Belle tell you about me skipping Cutie Mark Day Camp that one day? Because I had a really bad poison ivy itch on my leg and it wouldn’t go away, no matter what I scratched-"

"Ahem! Yes, well-" Rarity brushed a hoof gently through Rumble's dark grey mane, silencing the young pony immediately. "As interesting as that little pony camp of their's is, Rumble, I am actually here to see Thunderlane. It’s for something highly important. Is he home right now?"

Rumble looked confused for a minute and took a few hoofsteps back. "Thunderlane? He just got back from Wonderbolts practice. But what could you possibly want from THAT lazy bum?"

Meanwhile, Thunderlane sat upstairs in his bedroom, hard at work on some Wonderbolts paperwork, wanting to get as much of his homework completed for that week, so that he could be fully ready for his flying workouts for the next week, and so that Spitfire wouldn’t scream at him again for not doing it.

Suddenly, there was a familiar swift knocking on the door. "Oh, Thunderlaaaane?" Rarity called out to the stallion. "I hate to interrupt, but are you in the middle of something?"

"Oh, well, actually-" Thunderlane began speaking, shortly before the heavy bedroom door opened, and Rarity sauntered in anyways, watching him with her blue, half-lidded eyes, taking long attractive strides, her luscious purple mane glowing slightly in the dim light of the bedroom. "Goodness, it seems like my favourite little Wonderbolt is hard at work in here." She teased him, reaching his desk and twirling a hoof against it's wooden surface, watching Thunderlane attempt to focus on his work as she leaned her chest over the sturdy table. "Humm, you seem to enjoy this wooden desk of your's..." She smiled and winked. "I’m fairly good at handling hardened wood myself, you know."

Thunderlane yawned and slanted his eyes at Rarity, clearly ticked off with the bright white unicorn's clear attempts at flirting with him. "Rarity, I told you, I’ve had my eyes on Lightning Dust for more than a few months now. What are you even doing here? I thought you had some sort of new fashion job to do in Yakyakistan?"

Rarity waved her hoof in the air innocently and chuckled. "Oh ho ho, darling, and I’ve told you several times before, they’re just simple monthly visits back and forth at the moment. I’m still waiting to hear back from Prince Rutherford about having a full time job- assuming, of course, that he hasn’t eaten my job application yet." She leaned towards him even further, her back hooves nearly leaving the floor. "I’m here because I need your assistance for a little favour. And YOU will, of course, be heavily rewarded."

"Uh, Rarity, what are you-" Thunderlane quickly opened his mouth to respond, but he then blanched and gazed back up at Rarity as he felt her soft hooves inviting themselves around his neck, pulling him even closer into her delightfully warm embrace as she was now completely kneeling on the desk. "You know I always admired how impressive you were in bed, darling." Rarity spoke softly, nuzzling her snout into his neck, her overly warm, yet familiar and tantalizing breath making it's way into his gentle black fur. "And Wonderbolts are supposed to always look out for their friends, no?" Her horn suddenly glowed a moderate blue, and Thunderlane suddenly felt his belt buckle being coming undone. "I could really use your skills one last time, dear." She pulled herself even closer and kissed him wetly on his snout. "Tomorrow night, my good friend, you shall have the grand opportunity of experiencing the full Rarity experience one last time, doll."

Thunderlane met her swarming gaze with a bemused smile stuck on his face. "The 'full Rarity experience'? What the Tartarus is THAT even supposed to be?" He was abruptly hushed as Rarity placed a luring hoof over his lips, before slowly tracing it downward to softly stroke the fur on his chest. "Trust me, darling." She cooed. "All will make sense in the eve of tomorrow, that is, if you will accept my generous invitation, of course. It will just be me and you and another good friend of mine together. And she’s just as excited for this affair as I am."

Thunderlane sat there and blinked absently for a minute, before his mouth curled into a knowing smile. "Wait a minute, don’t tell me... it’s Twilight again, huh?" He guessed smugly. Rarity giggled and shook her head. "No no no, darling. Twilight’s not even around at the moment. She’s busy with Spike in Canterlot organizing their royal suites. No, I’m talking, darling..." She paused, pressing their snouts very close together. "... about Fluttershy."

Pausing, Thunderlane smiled and moved a hoof through Rarity’s gorgeous purple mane. "Fluttershy, huh? Is she the paranoid one with the boring sex life and the weird tail extensions?" He questioned. Rarity frowned. "Well, as a matter of fact, yes, she is, and I’m afraid that she simply despises discussing all three of those things. Which is why I- I mean, WE, need your help fixing that!"

The black stallion processed her words for a minute, wondering why Fluttershy needed his help picking out tail extensions or helping her be more assertive. Then, a few gears finally clicked into place in his head and his face turned as white as an Artic fox. "Woah, woah, woah!" He pushed himself further back into his chair, away from the desk, never taking his green eyes off of Rarity. "No way! I’ve got more important things to worry about with the Wonderbolts! There’s no way in Equestria that I’m gonna-"

Rarity seemed to have planned for this reaction, and she was already lying on the floor before him, flat on her hooves and knees, gazing longingly at his large muscular body, specifically his greatly exposed crotch area. "Oh, darling. I’m afraid you don’t understand. When I told you you were going to be rewarded, I was of course talking immediate payment." She slid even closer to him, pulling his barely-fitting pants down with her magic. Thunderlane could feel her hot breath peppering his pubic hairs. "Uh, Rarity... what are you- oh!"

Grinning, Rarity quickly got to work, taking his dick in her mouth and gingerly suckling on it. The little unicorn had done this sort of thing to him several times before, but no matter how many times the two got together, and she sucked his cock for him, as much as he relished the feeling of her warm, inviting tongue slathering his dick, he could never quite prepare himself enough for the feeling of her hard-pressed lips touching his cock. The warm sensation of her first kissing the tip of his erect penis, then taking the entire thing up in her warm, wet mouth alway sent shivers through his body. She looked up at him, smiling cleverly with her eyes as though she could sense his hidden delight. He couldn’t help but give a silly grin himself, and unconsciously, he closed his legs further around her, keeping her stable as she worked her magic below.

Rarity quickly adapted to his movements, running her tongue slowly but oh, so teasingly up and down the veins of Thunderlane's shaft, she made sure to lick up as much of the Wonderbolt as possible, before briskly retreating and looking up at his half-lidded expression. "Enjoying ourselves already, aren’t we darling?" She laughed and winked. "I found you squeezing me with your legs to be a nice little touch. I suppose you’re getting to be just as good at this as I am." Thunderlane soon returned her gaze, barely able to process words, waiting for his mouth to finally stop tingling. "Rarity, thank you. But I can’t help you. I’ve got so much to do with the Wonderbolts and Lightning Dust. I don’t have time for-for-"

Thunderlane paused as his chair suddenly glowed with Rarity’s magical glow, and he was quickly reclined back, his erect dick pointing straight up at the ceiling as Rarity climbed onto the chair and slyly rested her chin on it, pursing her lips and looking at him. "You know you really don’t have a choice here, darling," She said quite bluntly. "My poor, sweet, innocent friend Fluttershy needs nothing more right now than a good old-fashioned rutting, at her cottage tomorrow night, and I couldn’t possibly call myself a supportive, generous friend if I didn’t help her do just that! But...." She let her tongue hang out of her mouth a little and gently rest itself against the surface of his tip. "We’re going to need a certain stallion to help out with that for us all to leave FULLY satisfied, and I can’t think of anypony more worthy for the job, than the one and only Thunderlane!"

Hesitating for a bit, Thunderlane eventually succumbed to the feeling of the unicorn's tongue on the rim of his head, tenderly circling the cusp of his penis between skin and flesh. The tingling sensations it sent shooting through to his brain forced a high-pitched giggle from his lips and he blushed brightly. "Uh... yeah, sure. I can maybe swing by after practice tomorrow, you know, and help you two out."

Smiling wholeheartedly, Rarity lifted up her head and batted her eyelashes, licking the tiny bits of his precum from her mouth. The feeling of her tongue leaving his erect dick just when he felt a flood of cum building within him made him feel a little disheartened, but he didn’t let it show. "Wonderful, Thunderlane! I’m sure Fluttershy will more than enjoy your company with us tomorrow!" She hopped off the chair and back over the desk, stretching out her legs as she came to rest on the floor. Thunderlane quickly raised the chair up in time to catch a brief glance at the pink, circular pinprick of her cunt before it was covered again by her long curled tail. Thunderlane clenched his teeth, feeling his already hard, dribbling penis grow even stiffer.

"Aaaaand, I can certainly give you that happy little orgasm that I know you desire." Rarity seemed to read the Pegasus' mind and shot him a sly wink before she vanished out the doorway. "And make sure you remember to bring some towels. I tend to get awfully sweaty after a good rutting late in the afternoon."

Thunderlane leaned back into his upright chair, picking up a nearby bottle of cider and taking a long exhausted sip from it as he stared at the unfinished paperwork on his desk, letters he’d sent to his family, and, of course, the deeply passionate pictures of him and Lightning Dust, the sounds of Rarity's distant hoofsteps fading against the wooden floor echoing still within him. A million thoughts raced through his head. Rarity? Fluttershy? Towels? The most prominent thought in his head, however, was the lingering question of What did I just agree to?

Stepping onto the long, winding cobblestone path heading towards her cottage the very next evening, Fluttershy was feeling exceptionally nervous. She was starting to think maybe she shouldn’t have told Rarity her deep, dark secret after all. While talking it out with her friend did help her situation, immensely, the yellow Pegasus was starting to regret agreeing to lose her virginity tonight. The fact that Rarity had asked her to stay out of her house all day while she and their "mystery guest" set up made something inside her stomach feel even queazier. She didn’t even know who the stallion she was going to find when she trotted in there was, especially considering they were going to be inserting themselves inside her a minute later. But still, she trusted her beautiful unicorn friend, and her instincts. She knew deep down that this night was going to be just perfect.

Taking in a deep breath, Fluttershy bravely looked up. The round, wooden house sitting before her was completely silent now in the air of the incoming night, and it's facade had gone completely dark aside from the dim red glow of candles from behind the glass windows. Fluttershy gulped, and then tried to imagine the sex that awaited her inside with her mystery man. "Wooh, okay, Fluttershy. This is what you wanted. You can do this. While the rest of her body was still trembling fiercely, she could already feel her thirsty cunt beginning to leak it’s fluids all over the underside of her tail. She smiled quietly to herself and pushed out her chest. She knew that she was ready for whatever was waiting for her inside.

Rarity seemed to somehow sense that Fluttershy was about to knock on the door before she could even reach it, as she immediately opened the door to greet the Pegasus. Rarity herself was wearing her dark pink-and-yellow elegant gala dress, the yellow tiara complimenting her horn, while Fluttershy remained completely naked.

"Fluttershy!" She kissed the Pegasus on both cheeks and then on her mouth. "Why, sweetie, I was beginning to wonder if you were going to even show up at all!" She threw her arms around Fluttershy and nearly choked her to death with a tight, warm hug. Then, she whispered delicately into her friend’s ear, making her body buzz from the warmth. "It’s alright, darling. This is your big moment. You can finally have the wonderful sex you’ve been waiting for. Now, all you have to do is walk in there, hop onto your bed next to Thunderlane, make sure you really hit hard with your foreplay, and-"

"Wha-WHAT? Th-th-Thunderlane? You mean t-the Thunderlane? The Thunderlane with those fast wings and bulging muscles, and that totally hot voice?" Fluttershy managed to choke out, starting to fan herself dramatically, while Rarity simultaneously opened the door to reveal the living room. It was all dark, filled only with the light of red-hot scented candles, and the sound of smooth, romantic music filled Fluttershy's ears as she stepped into her cottage. Rarity quickly closed and locked the door behind her, nudging Fluttershy in the direction of her bedroom. Fluttershy looked back at the fashionista's smirk and her heart melted. Rarity was truly the element of Generosity, going to lengths like this for her friend.

Trotting slowly into her room, Fluttershy's big blue eyes first beheld the sight of her well-made, romantically decorated bed, and then the male Pegasus lying upon it. She’d only seen Thunderlane a few times before, wearing his uniform at Rainbow Dash's many Wonderbolt events, but she’d never never seen him completely naked before like this. He laid on his back, his hooves spread out freely, his half-closed eyes trained entirely on Fluttershy as she slowly strode up to him. "Well, well, well. What’s the matter, honey? Didn’t expect to ever see a big, strong flyer like me in your bed like this, did you?" He teased her.

Fluttershy felt her insides shiver at the pony's attractive flair. Maybe it was the sight of his limp, but large cock that would soon penetrate her, or the sultry sound of his unmistakable voice. Whatever it was, in an instant any shyness she’d been feeling at that point was gone in an instant. She wasted no time in nervously spreading her wings and leaping on top of the bed, pressing her warm body tightly against Thunderlane's. She felt sad by the absence of his erect dick brushing against her pussy, but she figured she could fix that easily. Her lips almost immediately parted, to reveal a long slender tongue. She gave the male pony beneath her long, encouraging licks up his chin and around his mouth, hoping that was all it would take to get him excited.

"Mmm-hmm, you taste just like Lightning Dust." Fluttershy observed as she smacked her lips and twerked her flank affectionately. The memory of Rarity’s earlier advice about her foreplay suddenly popped into her head. She tilted her head and grinned, tracing a hoof through the fur on his chest. "I mean, um, I’ve never made out with her before, but, hoo boy, that Pegasus certainly does leave a bad taste in my mouth." She kissed him on the nose and looked away quickly.

Thunderlane laughed. "Ha ha! Nice one! I didn’t know you were so funny, Fluttershy." As he laughed, his furry chest pressed itself harder and harder against Fluttershy. She blushed visibly. She had only just begun with him and the romantic atmosphere of the room was already getting to her. She blushed hotly as she felt his dick finally begin to rise up, brushing against her butthole, then finally teasing the lips of her perfect, squishy pussy. The contact brought the tiniest squeal from her mouth, and she probably would have come all over over him right then and there, when she suddenly felt Rarity’s strong arms around her.

"Oh my, no, darling, you can’t come on him just yet." She whispered once more into her ear. "You’re forgetting, I still want to have my own share of you, too." She winked, as she quickly shrugged off her magnificent dress, her horn already beginning to glow. "And we don’t want a single drop of cum to go waste, do we?"

"Um, no, but I-woah!" Within a second, Fluttershy was lifted way up into the air and then dropped back on her bed in front of Thunderlane, letting her see his erected dick at full mast. It was quite a flustering sight for her, seeing how much her taunting him made him so erect. Fluttershy felt her pussy dripping madly on her mattress, and she wanted to ignore Rarity and return to her position on top of Thunderlane when Rarity suddenly nudged her in her full, wide hips. "Well, darling, go on." She encouraged her. "This is your chance. Go ahead and give our guest here some proper, you know..." She made a swift yanking motion with her hoof.

"Oh! Oh goodness! Yes, of course!" Fluttershy nodded quickly. She fluttered her wings with thrill and stepped forward, her delicate breathing hitting Thunderlane's cock, as it stuck off of his body like a sore thumb. Wrapping her hoof around, she was amazed by how remarkably firm it was. She hadn’t touched a penis like this in ages. Were they always supposed to be this rock hard? She’d touched Discord's plenty of times, but his was floppy like a cheese string and tasted like peanut butter. Thunderlane's was as hard as igneous rock, and as she gave it a long, soft lick with her tongue, she realized it tasted kind of salty. "Oh, my! Now this i tha luth!" She said. The last part was a bit muffled as she softened against his dick's heat enough to completely take it into her mouth, sucking on him gently.

Thunderlane, obviously, enjoyed every last second of it, leaning his head back with a knowing smirk. A brand new mare at his disposal, giving him one of the most wonderful blowjob's he’d ever received. Fluttershy properly losing her virginity to him, discovering how wonderful he tasted, she and Rarity would probably both be all over him after tonight.

Soon, Fluttershy began giving his hairy balls and shaft long elegant licks with her tongue, tasting the taste of his veins and where the foreskin turned into his tip. She’d taken Rarity's word for it- it really was delicious! Her friend watched intently from right behind her, and began to guide Fluttershy, by placing both of her warm hooves on either butterfly cutie mark and began swaying Fluttershy's hips from side to side, letting her suckle on him more comfortably. She could hear Fluttershy moaning eloquently into his cock and Rarity smiled. She knew that this was what she wanted.

Thunderlane's cock soon reached full excitement with the Pegasus sucking on it, and he soon came inside her mouth. The stream of white, milky liquids squirting our of his dick made Fluttershy moan even more with pure delight, Rarity still guiding her with her hips. Fluttershy tried to say something unintelligible, her mouth and lips full with his cum, and Thunderlane quietly smiled and arched his back to allow his dick to fill her mouth even more.

Upon realizing Thunderlane was already ejaculating into her friend, Rarity’s eyes flew open and her calm smile turned into a greedy frown. "Ooh! Yes! I want some of that!" She hissed. Pulling Fluttershy all the way off of his penis, her mouth formed into a smile as she tasted his semen, Rarity sort of waddled over on her knees and placed her own lips on Thunderlane's wet, hard dick. Fulfilling her earlier promise to him, this time she more than enveloped him fully in her mouth, her warm tongue running wild around his to, taking all the cum flowing out of him for her own. "Mmmm, YES, darling. This is just what I was craving!" She simpered as she finally freed her lips.

"I know. It sure was." Fluttershy agreed in a rather hushed tone. Making eye contact with her friend, she closed her eyes and went in, giving her generous friend a full semen-lipped thank you kiss on the lips. Pulling away, she smiled gently, slightly licking her lips. "I, um, I hope that was okay."

Rarity smiled. "Darling, that was more than okay." She looked over at Thunderlane, and then bent down and kissed his tip. "In fact, I think our guest here has time for a little more fun, don’t you think?" Fluttershy felt a familiar buzz around her flank and smiled in agreement. Thunderlane noticed this exchange and his tired mind tried to process what was about to happen.

"Uh, hold on girls. I think we should stop now. You know, we’ve got a big show bright and early in the morning, and I don’t want to over-" He was yet again ignored as Fluttershy climbed on top of him, her mane tickling his knees, and her heated hooves pressing against his belly. She maneuvered her butt teasingly over his cock, her pussy slowly dripping her excitement down onto it.

Then, in the blink of an eye, she slid her butt down over it, and her whole world nearly exploded. The sharpness of his dick sliding itself up through her anal walls, the unbelievable feeling of her ass and pussy being penetrated, the chilling yet humid feeling of him flooding her with his cum, was what she had been longing for all day, especially ever since she’d spoken with Rarity. She couldn’t stop a quick little yelp from escaping her lips as she finally settled, with his large member stiffening inside her.

"Aah, MUCH better." Fluttershy gasoed, looking down at the wincing Thunderlane. Putting her hooves on his sides and feeling his warmth with her's, she moaned and looked back at Rarity with a tilted glance. "Thank you so much for doing this, Rarity. I feel way better actually doing this for real." She smirked and gave Thunderlane a look. "And I bet you’re enjoying this too, huh? Getting another Pegasus off besides Lightning Dust?"

Thunderlane rolled his eyes in anguish. "No, actually, I’m not. I’ve been lying on this bed for hours now, and I’ve made the both of us cum twice tonight, and not a single drop of cum has entered my mouth." He looked down at his cock, which was slipping out more shiny white drops of semen from Fluttershy's ass. "Make that three times. Celestia, No wonder you’ve never had sex before, Fluttershy. Look how bad you are at it"

Fluttershy gasped and recoiled, not wanting to show the hurt Thunderlane's comment brought her. Rarity also gasped, although a bit quieter, and she thought for a quick minute, not wanting the night's mood to be totally ruined. Then, she smiled and moved herself around the bed to Thunderlane's head. "Oh, you’re so right, darling! Whatever was I thinking? I did tell you you’d get the full Rarity experience tonight, after all." She positioned her pussy right over Thunderlane's face, which started dripping cum directly into his slightly open mouth.

"Ugh! Hey, no, that’s not what I meant! Wait!" Thunderlane complained, just before Whump! Rarity sat herself down on top of him, her perfect tail falling over his grey mane, her big butt slapping onto his eyes, and her wide vagina sinking deep into his mouth. Rarity giggled slightly as the male tried to yell into her pussy. "A bit uncomfortable, are we dear?" She moved her long, cleft legs to hold his head still, just as he had done with her earlier. "There. Now isn’t that better?"

Fluttershy couldn’t help but laugh as she observed the strange position Thunderlane was in, while he simultaneously came inside her. She began to thrust her hips a bit faster to give his dick more squirming room, which was easier now, even without Rarity guiding her. "Oh my. I really am enjoying this now. I never knew how great the penis of a Wonderbolt felt inside you." She moaned, feeling the excitement start to boil up in her breasts, vagina, and Celestia knows what other parts.

"Oh, I very much agree, darling." Rarity sighed, raising a napkin with her napkin to wipe the sweat building from her bulging forehead and chest as the stallion below ate her out. She began to bob up and down on Thunderlane even faster, feeling the tight walls of her pussy about to burst.

All three members of their energetic threeway continued fucking each other madly, one banging Fluttershy in her ass while licking Rarity's pussy in unison, while the excited yellow little pony tossed his massive penis around in her anal cavity like a joystick. Soon, Thunderlane seemed to decide enough was enough, and barely kept his dick under control as he released an imposing orgasm nearly as large as his shaft.

Fluttershy could practically taste the delicious spurts of semen that erupted from Thunderlane's pink, flaring tip. Tears welled up in her eyes as she felt the walls of her delicate ass being filled with the gentle flood of his cum. It barely held inside her as it spilled out from the sides of her occupied butt, racing down the length of the black dick it had just spurted out of and splashed onto Fluttershy's mattress.

Rarity herself was aware of her friend’s sudden messy climax, and she became so flustered from watching Fluttershy cum all over herself that she too lost her patience. Letting out a cry that only a Diamond Dog in it’s prime could possibly hear and released a slick mess of her creamy white excitement. Unlike Fluttershy, however, this egregious orgasm erupted from a much more sensitive area. Thunderlane had no time whatsoever to close his mouth to block out the cum dropping into his mouth like a waterfall.

His pinprick eyes now wide at attention, he couldn’t gagging on the milky liquid and began tiredly slapping the sides of Rarity’s flank to get her attention. She thankfully listened and pulled her creamy, sticky ass off of his face, finally allowing him to breathe as he sat up and spit out what little cum hadn’t already gone down his throat.

"Oh, um, sorry, darling!" Rarity apologized when she finally calmed down. She rubbed her arm and observed the liquids pouring from her vagina for a minute before going limp and throwing herself against him, heaving her chest. "Oh, but you were just ever so robust, my dear! I could hardly keep up!"

Thunderlane sighed heavily- once he could finally open his mouth, and looked past her with a crooked smile. "Heh, yeah, totally. And I’m pretty sure Fluttershy can vouch for that."

The two cum-soaked ponies watched Fluttershy splayed out over the front of her bed, almost like her very first threeway had killed her. She finally looked up and blushed, pulling herself out of Thunderlane's wet mottled cock. "Oh, um, sorry about that, everypony! I got a little too excited there!"

"Oh hush now, darling, you did nothing wrong." Rarity sighed and nestled her head against Thunderlane, tickling his chin with her horn. It was then that they noticed she had been wearing her crown for the whole time. "Nothing wrong at all. I hoped you enjoyed your first real time at having sex AND your first threeway!" She winked.

Thunderlane sighed, wearing a knowing smile as he brushed some of the semen off himself and climbed off of the bed. "Well, girls, that sure was one exciting... uh, whatever the heck you could call it, I guess. Now I better get back home and shower." He paused by the open bedroom door and smiled, sneakily parting his frazzled tail to show them his low-hanging balls. "Rumble's probably up playing on his Neighstation, and I don’t want him to catch me looking like this!"

Fluttershy and Rarity both waved goodbye to him, and listened as he trotted back through the house, closing the door as he left. As soon as he was gone, several of Fluttershy's animal friends emerged from their tiny houses and began applauding them. Fluttershy blushed brightly at their praise. Elbowing Rarity, she whispered, "Now THAT was the full Rarity experience if I’ve ever seen it!"

Rarity caught onto the joke a second later and laughed. "I know, darling. You certainly were helpful with our little threeway. And I’m glad you finally got the sex you so badly wanted! It must have been a quite a rush!" She looked around for a second and sighed. "Now, what to do, what to do, I suppose I’ll just get myself showered and then..."

"You want to spend the night?" Fluttershy interjected her sudden offer, cocking her eyebrows with a grin. "I can switch out the sheets really quickly while you shower. Besides, who says you can only have the full Rarity experience once?" She softly nuzzled up against Rarity.

The unicorn smiled quietly and pulled her loving friend into a tight hug. "I couldn’t possibly have said it better myself, Fluttershy."

Author's Note

Well, PHEW! This one sure was a lot of work to write, but I pulled it off in the end, didn’t I?:rainbowdetermined2: