Author's Note

She’s got a penis! Not dear Fluttershy. No, no, no.

Includes a futa spell from a very powerful unicorn, though.

She’s Got That Zing! There’s Just One Thing...

The afternoon has grown warmer since Fluttershy and Cedric made their way back to the cottage after helping Twilight out with her artificial estrus. It was a bit of a bother, considering the lustful human had drained most of his seed reserves for the day. Surprisingly, blood continues to rush up his dick as he holds his lover in his arms, as if his member still needed some alleviation, or maybe it's just priapism keeping his blood flowing. What ever the case may be, he needs it to go down. But with the low levels of sperm in his tanks, the pain would be twice as painful, maybe even thrice.

Cedric takes his mind off the situation by watching the animals play and frolic in the warm embrace of the sun, while he holds his sweetheart in his as they rest upon the trunk of a tree. The leaves are compacted well to provide the couple with enough shade as they rest with their warm bodies in contact with each other.

Cedric wraps his arms around his mare's small torso, providing just an even amount of pressure around her ribs to make her feel good. Though he doesn't want to, one hand subconsciously slithers down her body like a snake in the grass. His fingers slightly graze the flesh of the hood covering the mare's clit but stops himself before he can actually invigorate her, knowing he's not up to the task at the moment. The last thing he needs is for his equally-lustful partner to rut him here and now, and drain him completely of sperm and of life.

Tilting over and looking at Fluttershy's expression, Cedric notices that she's already feeling horny for some more. No, this is different than just regular horniness. Her breathing is brisk and her body is much hotter than usual. Her hind legs quiver uncontrollably as if a mini quake is shaking throughout her body. It must be a little tsunami because something wet glistens on the inside of her tender thighs. Fluttershy is obviously suffering from her annual heat cycle.

Cedric doesn't know if it's ironic or a cruel joke that after draining his balls while Twilight with her heat, that Fluttershy would need his assistance and he is currently unable to provide.

"Fluttershy, are you alright?" he asks, knowing damn well she's not alright. Heat is one of the most unbearable things a mare can suffer through. It's not painful but just a blazing itch that never wants to disappear until it's been properly scratched.

The parched pegasus looks back at her lover with hungry eyes, enough to tell the human exactly how she feels. Cedric can see the pain swimming in those majestic blue irises and it breaks his heart to see her suffer so. So what could he possibly do but temporarily satiate her need with a few other tools in his arsenal.

"I'm sorry that I can't help you out with your heat, Flutters," he says with guilt as if it's his fault. "I'll see if I can calm it for you at least. Do you want to head inside?"

Fluttershy silently shakes her head in rejection of the offer. With all of the woodland critters frolicking in the front yard and the tree not so well hidden from prying pony eyes, Cedric believed his mate would want to at least have a little privacy. However, this would be killing two birds with one stone: Fluttershy can have her need "taken care of" here and now, and she can build up the confidence to have sex out in the open.

Complying with her wishes, Cedric wastes little time in teasing her outer labia. His fingers rub the tender, moist folds, eliciting more fluid from her salivating pussy. He makes sure to hit all her favorite spots with his dexterous digits, playing around every inch of her puffy pink pussy, getting nothing more than stifled moans of bliss from the mare’s shut muzzle.

Cedric looks around to see some of the creatures glancing over at the provocative scene and quickly look away in shame to continue with their own fun. Surely, Fluttershy has taken notice of the extra pairs of eyes gawking at her, but she doesn’t seem to mind in the slightest. All she needs is for her burning loins to be doused and calmed; the more eyes the better, in fact.

Fluttershy clearly can’t wait to have more. She wraps a hoof around the back of Cedric’s neck, stabilizing herself as she spreads her thighs just a little bit to let his fingers get a little more work in, and to expose her teats.

Cedric decides to take the gesture and plunge his index and middle fingers deep into his paramour’s pulsating pink pussy, drowning them in a sea of sex fluids. Fluttershy gasps, constricting her walls around the invading digits, but relaxes once she realizes there’s nothing to squeeze out.

The dexterous digits do their best to service the panged pegasus, despite not being as thick or as long as a meaty cock. Their flexibility, however, make up for their lack in size, as the fingers part and play around in Fluttershy’s warm confines. They rub and lurch against the sensitive walls of her vagina, edging the mare closer to a celebratory climax.

To make her feel even better, Cedric reaches his other hand down and pinches one of Fluttershy’s brail teats, popping her muzzle open to release and an aroused moan. Cedric smiles, remembering how sensitive the tits on human females were whenever he would watch porn. It would seem that it’s not too different for ponies.

With one hand burrowing deep into Fluttershy’s crevice and another massaging her teats, the pegasus begins to feel new sensations of pleasure that were thought to be impossible. The rummaging of Cedric’s digits around her walls fills her with the same feelings she would experience with a penis: something rigid digging into her, sending wave after wave of euphoric signals through her body. Her teats, however, feel different: it’s only small tingles but they slowly build up into jolts of ecstasy.

“C-Cedric, I’m—“ Fluttershy’s words choke up as she gasps in ecstasy.

However, Cedric can already tell how close his partner is to climax. Her pussy begins to convulse around his digits as if trying to squeeze semen out of a dick. He edges her closer by picking up speed and twirling his digits around the moist, convulsing cavern walls, managing to hit a small ditch in the ceiling of her snatch. This apparently pushes the mare over the edge, involuntarily clenching her pussy around the human's fingers as she cums.

Fluttershy turns her head over and connects her lips with Cedric’s, using the hoof behind his head to push him deeper into the passionate connection. A stifled moan of bliss escapes her lips as a jet of stray mare fluids escapes her lower lips, watering the grass before them and drenching her legs and Cedric’s jeans in the aphrodisiacal aroma.

The couple break the kiss, allowing Fluttershy to collapse on her human’s heaving chest. She takes deep breaths as she tries to recover from the passionate experience. Her loins continue to drip with fluids but her heat is satiated for the time being. Wearily, she looks up at her lover and he in turn and they both share another passionate kiss under the cool shade of the tree.

“Wow, that was quite the show,” a familiar female voice states.

Fluttershy and Cedric break the kiss and look down the path bridging the cottage to the rest of Ponyville to see Starlight Glimmer standing before them. Her purple face has a small splotch of red and, as she slowly approaches the couple, they can see a glint of desire in her eyes.

Cedric is sure Fluttershy would freak out, knowing that she's been caught by someone, especially a friend. However, that isn't the case. She remains calm as she smiles at the incoming visitor, almost like she wanted to be seen by somebody other than her animal friends.

"Hey, Starlight," Cedric energetically greets, stroking Fluttershy's cloud-like mane. "What can we do for you?"

"Well, it's more like what I can do for you," the unicorn replies with a mischievous grin.

Cedric stops petting the pegasus's mane and raises an eyebrow at the unicorn with question. "What do you mean?"

The unicorn steps closer and sits in the grass under the tree in front of the couple. For some reason, the shade puts a darker atmosphere over Starlight's already odd expression.

"Fluttershy is clearly in heat, isn't she?" she asks, eyeing the pegasus's moist snatch for either confirmation or just for fun.

"She is," Cedric replies, still unsure where this conversation could be heading.

"If she's in heat, how come you aren't satisfying it properly? Surely Fluttershy's told you that the only way to satisfy estrus is by filling her with..." Starlight shivers as thoughts of sex flood her mind, "...hot loads of thick cum deep into her womb."

Cedric's eyes pop wide open as he realizes where the conversation is steering to. He's still tapped dry and any more strain on his testicles could probably end him up in the hospital. However, knowing Starlight Glimmer to be a pretty powerful and talented unicorn, perhaps she has something up her sleeve that could assist him. She could even join in on the fun as well.

"You know, Fluttershy would love nothing more than some hot pints of my warm, fertile seed," Cedric explains in a lustful tone, watching with delight as Starlight's face contorts with pleasure. "But, alas, I used up my last bit when I helped Twilight. I'm still waiting to reproduce more. Though...I don't suppose you would have anything that could speed up the process?"

Starlight's aroused face shifts into a more malicious one as she begins to ignite her horn. "Oh, indeed I do. I'll quickly cast a spell to increase semen and sperm volume and count. Fair warning, though, you may feel a small jolt. I recommend you whip that baby out before I begin."

Cedric complies with the unicorn's instructions and gestures Fluttershy off of his lap for the moment. He unzips and unbuttons his jeans and pulls them and his boxers down to let his drained manhood bask in the cool air. It's still painfully coursing with blood, keeping it hard and standing at attention. With so much heat flowing through it, there's no way the cold could make it wither.

Starlight’s horn dims as she marvels at the exposed instrument. Up close and personal and fully erect, Starlight now knows why Twilight has been fantasizing over this creature. The scent is ambrosial; musky yet sweet, most likely the result of Fluttershy's own fluids soaking it. Starlight's mind starts to wander into other thoughts that she has yet to experience: how it feels in her hooves, what it taste like on her tongue, how his semen tastes as it pours down her throat.

She's serviced plenty of stallions back in Our Town, just to persuade them to join her cult. Each one was unique in length, thickness, and girth, slowly killing her drive for sex. But now, looking upon something so alien, so exotic, the flame of lust is reignited in her soul.

Her captivated eyes soon break free of their hold and move up Cedric's figure until landing upon his expectant face. Starlight shakes the provocative thoughts from her mind and focuses on the task at hand.

“S-sorry,” she apologizes with a sheepish smile. “I’ll start helping you out.”

She ignites her horn once again and pints it directly at Cedric’s throbbing tool. She tries her best to concentrate on the spell and focus on giving the human what he wants, not the sex.

A small tingling feeling surges in Cedric’s balls that slowly creeps up his manhood. It tickles a little bit, almost enough to make him want to ejaculate, but he doesn’t want to jump the gun just yet. Suddenly, the soft tingling turns into a painful shock in his testicles as if his jewels just got destroyed by an aluminum bat, sending him hurling onto the floor, balls clutched in his hands.

“Cedric!” Fluttershy cries out in terror as her colt-friend writhes in agony.

“Almost got it, don't worry!” Starlight reassures, though she doubts either of them are going to stop worrying at this point.

The unbearable pain courses from Cedric’s crotch up to his abdomen but soon dies out as quickly as it came. It’s suddenly replaced by a strange, familiar pressure in the length of his dick.

“That’s strange,” Starlight says with intrigue. “You should have cu—“ A hot glob of thick, creamy semen spurts out of the tip of Cedric’s dick, splattering all over the surprised unicorn’s face. “There it is...”

Starlight wipes off the male fluids with a hoof and analyzes the single drop. Creamy, sticky, white. She gives it a small taste while Fluttershy tries to console Cedric. It’s actually pretty tasty. Her taste buds pick up the flavors of salt and maybe a little bit of an earthy flavor.

“That’s some pretty rich stuff,” Starlight comments. “You good to go, Cedric?”

The man looks up at the unicorn with thanks as he stands back up on his own two feet, though still dizzy from the refilling experience, which still feels strange in his groin.

“I’ll be good,” he replies. “Ya ready to take care of that heat, Flutters?”

He looks down at the mare, who can barely contain her carnal urges. Her hungry eyes are glued to the newly loaded weapon in his pants.

“”Before you two head off to do your thing...” Starlight says anxiously, “...do you think I could...join you?”

Cedric raises an eyebrow in curiosity at the proposal. Fluttershy on the other hand, doesn’t pay her much heed as she proceeds to try and unzip Cedric’s jeans with her teeth to get to her prize.

“I suppose...” Cedric trails off, considering the prospect of having a threeway since they already experienced one. The only thing that would hit the spot is if there was something special Starlight could offer. “Depends on what you can bring to the table. Do you get what I’m saying?”

The unicorn beams with glee as she shakes her head in understanding. "Yup! Twilight told me about how you two are trying to find new kinks and stuff. I was thinking I could contribute to that."

Cedric's curiosity grows as he wonders what exactly this girl could possibly offer. He hasn't known Starlight to be the kinkiest of ponies. However, being such a powerful unicorn that could rival even Twilight in skill, it's possible she may have some rather prurient practices brewing in that horn of hers.

"Alright. Let's see what you got."

On Cedric's command, Starlight ignites her horn with mana, letting an aquamarine aura envelop her lower half. Fluttershy and Cedric watch on in anticipation as, beneath the unicorn, a glowing rod begins to form and extend until stopping right beneath her bosom. The light fades to reveal Starlight Glimmer...with a larger than average horse cock attached to her groin.

A small blush spreads across Cedric's horrified face as he looks away from the image, repeating "No homo" in his head over and over again.

Fluttershy, however, stops trying to dig into Cedric's pants and gazes eagerly at the purple log of meat twitching and pulsating beneath Starlight. Her mouth nearly digs into the earth as she takes in the sheer size of the tool. It's much longer and thicker than any normal stallion's member, most likely because this is magically formed and not natural. A trickle of precum leaks from the excited tip and stains the fresh, green grass like dew. As the eager pegasus looks around Starlight, she can see a pair of perfectly plump nuts hanging beneath the unicorn's dripping snatch.

Its scent is overwhelmingly aphrodisiacal; musk and earth flood her nostrils with delight, drowning her and her ovaries in a sea of ecstatic bliss. With the combination of estrus and the scent of Starlight Glimmer's marecock, Fluttershy's senses go into hyperdrive, flooding her mind with provocative and sinful thoughts.

However, the pegasus manages to look back at Cedric, who continues to avert his gaze from peering at the majestic marecock. Despite the burning desire in her loins, Fluttershy can still feel the attachment of love calling her back to her loyal beloved. As tempting as it may be to choke on her friend's dick and be pumped full of mare semen, Fluttershy's heart and pussy belong to her man, and he likewise.

"Cedric?" Fluttershy calls out, dragging the human from his "gay-away meditation". "Are you uncomfortable with doing this?"

Cedric has no idea what to respond with in this situation. As much as he'd love to satisfy his love's biological and carnal desires, doing it with another penis-bearer withers his spirit and his dick. He has to push through, though, for Fluttershy.

"I'm...perfectly alright with it," he smiles as he lies through his teeth.

Despite the obvious indication that his agreement was a fallacy, Fluttershy's face lights up with joy as she rushes to embrace her lover, crushing his midsection, surprisingly squeezing out most of the air in his lungs.

"Thank you, thank you, thank you!" she gratefully squeals.

Cedric is slightly taken aback by the mare's sudden aspiration to try out a marecock, but whatever makes her happy, he'll gladly do it. He doesn't care about his own safety or his own wants or needs if Fluttershy has to come first.

"So..." Starlight's voice trails off, hoping to indicate to the lovers that her tool is ready for use. "We gonna do this or what?" she asks with a smirk.

Fluttershy looks back once again at the oversized appendage and feels her loins beginning to burn fiercely once again. However, her lower lips wouldn't be the ones to accept Starlight's dick. The pegasus drops down to her hooves and faces the dickmare with a little bit of anxiety clouding her joyful expression. She lowers herself while keeping her rear high in the air for Cedric to admire. Swishing her tail to the side, she allows her mate to view her winking, wet snatch. For Starlight, the pegasus slightly raises her head from the floor and opens her moist maw to accept the juicy marecock.

One hand grasps Fluttershy's plump rear while another hand gently teases her hot flesh. The digits slowly circle around the skin surrounding her vulva, just slightly exciting her until the main event. Finally, both hands rest on her rump as Cedric's penis kisses the entrance to her canal and forcefully pushes into her confines. The impaled equine opens her mouth to gasp in ecstasy but is suddenly gagged by Starlight's cock.

The delectable taste of artificial horse cock is rather unique and completely unlike a normal stallion's. It tastes like something tropical; perhaps a bit of pineapple and coconut, just like how a mare's unique pussy would taste.

Not to Fluttershy's surprise, she can barely part her lips enough to accommodate for the oversized tool but she took it like a champ. She uses her training to coordinate her breathing and swallowing to ensure nothing gets caught in her windpipe. Slowly, though, Starlight begins to push her rod further down Fluttershy's gullet, nearing the back of her throat. The pegasus's eyes roll to the back of her head as tears begin to stream down her eyes from the overwhelming pressure but, looking back down at the rod impaling her front, she notices she hasn't even reached the medial ring.

In one swift motion, Starlight retracts her dick from Fluttershy's throat, leaving a trail of spittle connecting her muzzle and the slobbered shaft. The pegasus coughs and gasps for air now that her throat has been cleared and her airway has no more hinderances.

"Wow, you're a natural at this, Fluttershy," Starlight commends as she strokes her shaft. "I mean, I get Cedric isn't a stallion, but still, very impressive."

Although appreciating the weaponized unicorn's commendation, Fluttershy can feel something not quite right with herself. Looking back, she sees Cedric has already hilted her but hasn't moved an inch from his current position. His face is drowned in astonishment, mouth hanging open and eyes the size of dinner plates.

"That was...wow..." Cedric has no words to describe Fluttershy's feat. He remains frozen on the spot, dick buried in the mare's hot pussy and hands firmly grasping her gelatinous globes.

"You got yourself a pretty sweet mare," Starlight says with envy and congrats. "You don't want to keep her waiting now, do you? Or perhaps...you'd like to switch places and let me take the rear?"

Cedric shoots her a blazing look of malice as she spouts the suggestion, though her face is unwavering, cocky and mocking. To reject the teasing unicorn's advances, Cedric begins to rut his mate just how she likes it.

Fluttershy feels herself being quenched of all desires as Cedric's cock dives within her, grinding within her walls, ramming into her cervix, and alleviating the burning inferno in her core. He's even rougher than usual now, most likely due to Starlight's provocation, but Fluttershy doesn't care at this point. Whatever Cedric does, she just wants it to be for his and her pleasure.

She looks back to see her man's face scrunched with carnal desire, eyes burning with lust and love and his mouth curved into an ecstatic grin. She feels elated, not that her heat is being doused, but that Cedric is truly claiming her as his own.

Something prods the pegasus's lips, prompting her to look forth and see Starlight's tool requesting entrance into her muzzle. Fluttershy happily obliges and proceeds to take in the monstrous erection down her gullet, making sure to service her as much as possible while also focusing on her mate's actions.

With both ends being penetrated and grossly satisfied, Fluttershy enters a land of euphoric bliss. Just as peristalsis tries to push food down her throat, the same process attempts to push Starlight's meat log further down into her stomach. With her mind hazy and occupied with getting railed on both ends, Fluttershy finds it difficult to coordinate her marehood's contractions on her paramour's dick. However, she needn't worry as Cedric seems to be enjoying himself quiet well.

In fact, he may be enjoying himself quite too well, as his cock begins to twitch and pulsate, signifying him approaching his climax. She didn't want him to end so suddenly, though that must be a side effect of Starlight's previous spell. His balls must be aching to release the pent up fluids, thus she will oblige him by giving him the best orgasm he's ever had.

Trying her best to maintain focus on her loins, Fluttershy clenches on Cedric's extractions while relaxing on his insertions, hoping to coax out as much of his precious seed as possible. Of course, she doesn't forget about the rod plunging down her esophagus. She tightens her tiny throat and hums a small tune mixed with stifled, lewd moans to vibrate around the throbbing marecock, wanting her to fill her belly with thick globs of mare spunk.

Synchronously, Starlight and Cedric buck their hips, sending their dicks deep into the skewered mare. Fluttershy groans in elation as her belly and her womb are filled with thick, sticky semen. She can feel her heat beginning to fade away and her legs beginning to lose strength as her senses are numbed with pleasure and her mind blanks. As the last few drops of cum fill her chambers, her two partners retract, letting themselves and Fluttershy collapse on the floor in a sweaty, cum-stained mess.

"Fluttershy..." Cedric gasps, his lungs burning from post-coitus, "...are you alright?"

The cum-filled mare looks back at her mate and gives him a weak smile and a small wings up before faltering back onto the creamy, white grass. Looking ahead, she notices Starlight Glimmer's magically procured cock starts to glow in an aquamarine aura and disappears—balls, shaft, and cum—into the atmosphere as small particles of magic.

"That was...amazing," Starlight gasps, looking at the mess she's made with a smile. "We've really got to try this again some time."

Fluttershy coughs up specks of semen, letting some of it dribble onto her lips. In an effort to clean it off, she crawls over to Starlight and connects their lips. Luckily, the unicorn doesn't fight back or pull away, but instead adds more force. Their tongues dance in the warm connection, sharing tastes and semen until breaking apart for air.

"As a thank you," Fluttershy says with a warm smile.

Starlight smiles back and tries to stand but notices that her hindlegs have suddenly lost their strength, causing her to collapse on the ground with a thud.

"I gotcha," Cedric says, picking the weary unicorn off the ground and into his soft, taut arms.

It's strange to Starlight, how something that was once a ravenous beast could instantly become such a loving, caring sweetheart. This must be the reason why Fluttershy adores him, not just for his incredible ability for lovemaking. He would make the perfect father for the perfect family.

Cedric hauls the unicorn over his shoulder like an infant as he reaches down to pick Fluttershy up and put her in the same position over his other shoulder. The two mares glance over at each other and smile as their captor carries them over to the cottage to relax after a fine day of plowing.

As Fluttershy drifts into sleep, Starlight takes the opportunity to ignite her horn and pluck some dripping semen from the pegasus's pussy and inserts it into her own womb. She can feel the hot liquid flowing through her fallopian tubes and into her ovaries. It's only a matter of time before she becomes part of this family as well.