A yellow mare trotted into the forest, a basket’s handle in her mouth. Clear night sky, the full moon nice and high within it, a little bit of breeze... the perfect time for a nice midnight picnic with one of her friends! Well, friend, actually. Few of her animals were active in the night, but among these few was a brown bear that she was more than ready to greet.
"Mister Harry! I put up the nice picnic blanket and got some tasty berries and some hot tea for the night! I know that you've been a little lonely lately, so I wanted to spend some time with you! After all, it would break my heart to see you sad!"
The pegasus spoke into the woods behind her cottage, patting the blanket next to her. Her eyes were not as adept at seeing in the dark as some predators, but she knew her friends for a while, so it shouldn't take long for the ursine to show up if he so desired.
"No need to be shy, if you like, you can talk to me about a few things, we have aaaaall night if you want, hmhm~"
The bear was not usually one for conversation. He very much kept to himself, occasionally whispering little secretive thoughts into the ears of bunnies that would pass him by. But of course, never, ever to Angel. Harry was no different that night, his reservation leaving his throat dry from lack of speaking. Or, at least, what Fluttershy would call speaking. He did not tell any secrets today, but his more "civilized" side was urging him to. At any rate, it was with lumbering footsteps that the bear crept from the pitch of the treeline into the clearing, where his caretaker had set for him, as he saw, a small feast.
He grunted with eagerness upon seeing the food and quickened all the way from a lumber to a walk. Onto the blanket did he sit, sniffing the picnic basket he could tell was brimmed with berries and Fluttershy's tea set. The bear, in this eagerness, prodded the lid off to swipe a cherry with his tongue - a long, rough thing that he certainly knew how to use better than most beasts of his low intellect. He quickly withdrew, giving Fluttershy an almost-grin of pride as he swallowed. He grunted again, this time with the pleasure of the fine fruit. Fluttershy always picked the best berries, he conveyed in this - his animal speech and mannerism.
As a bear, Harry was no stranger to expressions of fear, panic, or shock, but as Fluttershy sat there, a cup of tea in her hooves already, all he got was a heartwarming smile. The most genuine expression of kindness a pony could give.
"Glad you joined me, Harry! I hope you like what I prepared. Be careful with the tea though - it is still a little hotter than I thought!"
Fluttershy hopped up for a moment as the sizable animal sat down next to her, but nothing about any animal could ever bother her, so his intimidating size was just another point to love! Seeing the sneaky tongue-work, Fluttershy couldn't help but giggle a little, hiding behind her wing almost lady-like.
"Oh Harry... you flatter me! But of course I do! I always want my friends to feel good! Though... it is a bit of a chilly night, so I hope you wouldn’t mind me sitting a little closer if you want me around for some time, hehe..."
The pegasus was quite familiar with anatomies of all animals, but Harry’s tongue was quite remarkable, though so far no serious thought of doing anything crossed her mind. Yet~
The bear grunted something of a "Yeah, yeah, yeah..." manner, all too used to having other creatures, and even Fluttershy, take advantage of the warmth of his thick pelt and plump body. Despite the tired manner of the grunts, he appeared happy all the same to accommodate, slightly leaning towards the pegasus so that she might meet him halfway. Harry was never one to be so rude as to deny one a chance to be warmed by him. Besides, he enjoyed it - especially when it was his cuddly mother, as it was that evening.
A happiness emanated from the ursine creature, leftovers from Fluttershy's warm smile that always made him feel great. Admittedly - as he told one of the rabbits once - sometimes greater than great. Sometimes when she would smile at him, the bear would feel his warmth pulse within his chest and travel down, down, all the way into his nethers - which would grow hot and big with animal thoughts he dare not let onto the mare. A lust he would sate himself when the mare was out of earshot and out of line of sight - using his long, rough tongue.
This, was one such time of lust.
Before Fluttershy could lean into him, he laid down flat - his massive weight causing the earth beneath him and his caretaker to shake. With a puff of effort, the bear quietly hoped Fluttershy hadn't seen his sexual symptom. She must never though, he thought - looking idly at the steam leaving the teapot.
Happily leaning over, Fluttershy squeaked in a bit of surprise. Seeing Harry lay down was not keeping her from the plan of warming herself up. She followed suit and let out a content sigh as she felt the warm, thick fur of her ursine friend - scooting a little closer to properly nuzzle and snuggle up to the warm bear. Now, with the mare so close to him, that happy, warm smile over her muzzle, only the two all alone, it was starting to get hard ignoring those instincts, and feeling her rubbing against him certainly didn’t help the situation...
"Should I pour you a cup? I'm sure with how chilly the night is, it will only be a moment for it to be nice and cool enough to enjoy!"
Crawling a little closer to the teapot, not wanting to leave the warm, fuzzy body next to her, Fluttershy leaned forwards and started working on the tea and the cups, humming a happy little tune with her rear obliviously close to Harry's face. With just a little shift to the side, his eyes could get a nice, long view of what was between his friend's haunches.
Harry was completely ignorant of the chill in the air Fluttershy spoke of. Not only because of the thick hide covering his body, but because of the heat deep at his roots and the throbbing going on out of view. Still, he gave an affirmative grunt, the big softie not one to turn down the lovely blends crafted by his yellow friend. He had scooted closer to her too, reciprocating her want to be closer - only for her to scoot ahead of him seconds later.
And when Fluttershy scooted forward, it was not without unknowingly drawing the attention of the bear. It took no time at all for the secret urges of the bear to grab him by the nose. In animal habit, he smelled Fluttershy's folds. It was not the first time, of course, for the mare had been sniffed by a variety of animals upon first meeting them, and Harry was no exception. But, that was years ago. For him to sniff her now was, at the very least, strange. She even felt the cold of his nose dangerously close to her nub, even if only for a moment. The bear did not lick her, but it would be a lie to say he was not tempted by his instincts. His eyes glanced between her two holes, appraising each of the beautiful entrances. The needy animal wanted so desperately to rut her like his own personal fucktoy, but he was at least marginally more civilized than that.
The happy little hum of the pegasus was cut short by a surprised eep! Looking back, Fluttershy had a bit of a blush on her cheeks as she felt the big, cold nose of her friend under her tail. He withdrew after the sniff, member throbbing against his stomach, out of view.
"H-Harry?! What are you doing there?"
Pulling away from him, there was a moment where the pegasus became shocked at what just happened, but surprise turned to thoughtfulness - and thoughtfulness, to understanding. A warm smile returned to her lips.
The bear, at Fluttershy's pulling away, gave an apologetic grunt - but afterwards, he allowed her to speak in total silence, save for his hot breaths. He really was needy. During the moment of silence, he reached his head forward and ran his chin along her back - far enough away from the danger zone to be comforting, not arousing.
"Oh... you're looking for a mate, aren't you? I... I'm sorry, Harry, I have asked and looked around, but there doesn't seem to be a suitable Ms. bear around..."
There was a long moment of slightly awkward silence as Fluttershy rubbed her front legs together.
"Uhm... but... well... if you... you know... if it's getting too bad... I... I guess I could help you out. I really want to help you, and if... uhm... th-that is the only way, then... I'd rather do that than see you feeling unwell, Harry..."
When she suggested the possibility of being a helper to him, the ursine creature gave a sound of surprise that was nearly a whimper. He looked at her with eyes of disbelief. Surely even a predator misheard things sometimes? But no, this was not one of those times; he was sure he heard Fluttershy off her body to him. And the mere thought of that made his member throb for several moments - the animal to which it belonged giving a sexual growl of frustration. Being Harry, though, he gave an apologetic grunt and scooted a little further onto his friend, his snout now inches from Fluttershy. Just his head was nearly the size of her torso. The bear asked if she was sure - giving another inquisitive grunt as he leaned forward to nudge her cheek with his damp nose.
Some ponies might have flinched away after what happened, but Fluttershy just gave a happy sigh at the affectionate gesture of the bear, clearly neither upset nor disappointed, just understanding that Harry was not feeling well. Leaning back, almost laid down, Fluttershy looked up into those needy, pleading, ursine eyes as her own teal pools were giving her friend a reassuring, calm look.
"I... um... I might not have suggested it in another circumstance... but... we're alone, it's nice and dark outside, and... if you're already this needy I wouldn't want you to get any risky ideas with anypony else. So... I am sure, Hmhm... Just... please be gentle... alright?"
The bear gave an almost dismissive affirmative grunt several seconds after being asked to be gentle. He was civilized; he would not destroy her loins. Still, he was a bear. One could guess not how rough he might be beyond the small level of restraint he was capable of imposing upon himself.
The pegasus pleaded, her legs a little spread, wings folded out as she was blushing hard, looking around as if to make sure that she was truly alone with Harry. As the area seemed to be clear she even leaned forwards, booped their noses against each other and nuzzled the ursine with a little giggle. She had little experience when it came to sex, none with any of her animal friends, but she... hoped that it wouldn't be too bad! She knew Harry was big... and strong... and could get a little wild... But he was also so soft... and... especially so close with him aroused, smelled... intense, albeit... good, on an instinctual level.
Likewise, Harry was deeply interested in the scent of his friend. He did not take advantage of his situation right away, instead melting into those motherly teal eyes as she nuzzled him so sweetly. He gave an affectionate growl of sorts, laying his cheek on Fluttershy's back once she had stopped pressing her snout against him. His tongue left his mouth to run along the side of his friend's right wing. He had vague memories of conversations between Fluttershy and her cyan friend talking about things called "wing-boners," with Fluttershy always appearing flushed with sexual tension. It was always times like those that he had been in the shadows at his neediest, licking himself to relieve his desires. But tonight, he would have something much better.
He would have his best friend.
Harry licked Fluttershy again, and he brought one claw forward to lightly scratch at the other one in the hopes of giving her a taste of pleasure before he would eventually insert himself into her folds. Not yet though, for he would certainly not steal from her virginity without indulging himself in her scent and taste so close up. Another lick, and another scratch, before he set his head forward and let his tongue reach far out of his mouth. Upon his friend's neck did he live a big, slobbery, affectionate kiss. And all the same - it was sexual, too. A mild marking of who he would mate in the coming moments.
With the warm weight on top of her, Fluttershy started to feel certain... things. Things that were part of being a mare. Ponies were civilized - but they never completely outgrew their instincts, after all. The long, wet tongue gliding across her slightly folded out wings shocked her with pleasure, showing in both her surprised, cute yelp, as well as the trembling wingboner that followed the little 'fwomph!' of her soft wings extending.
"H-Harry, please be careful around those... wings are pretty sensitive..."
With the skilled, long tongue slithering over her, Fluttershy tried her best to keep quiet, but couldn't keep herself from letting out tiny squeaks, gasps and moans as she pressed back against him. The claws were quite scary at first, but once she felt how careful he could be, the pegasus visibly relaxed more, the scent of aroused mare starting to get more intense the more Harry played with her. Harry could see and feel a shudder running down his friend's spine as she felt the long, hot, wet lick across her neck, feeling the thick saliva soak into her coat, marking her, telling her to be ready. And ready she was, as good as the little thing could be, with her chest against the ground, legs spread, flanks up high, ready to help a friend in need!
The bear had hardly listened to the warning, for as Fluttershy found out, Harry was oh-so capable of controlling himself enough to pleasure Fluttershy without hurting her. At least, before penetration... But that part was to be soon, judging by the clouds gathering in Harry's mind, created by the musk that was wafting up his cold, damp nose. He breathed in deeply of it, his more animal instincts gripping his mind. As one might expect, he moved closer to that which smelled so divine - the snatch of his friend. Slowly, and slower still, Harry's head slid off of Fluttershy and down behind her flank. At once, Fluttershy was met by two temperature sensitivities. On her now moist neck blew a breeze of the summer night. On her nethers, a warm breath of the likes she'd never felt before. Hot huffing upon either of her holes, but mostly that which an animal cared for most.
Harry sniffed deeply again, letting the scent of his friend carry him further into his instinctual actions. Those being, brushing her tail to the side with one claw and pressing his rough tongue against the entire entrance. The wet muscle covered the whole snatch and then some, before the bear dragged his head up, dragging his tongue with it. So coarse was the surface of the tongue, but oh how great that made it. A naughty slurp from the bear was let into the night as Harry tasted, for the first time, the juices of his owner. He lapped them up, then licked her again! Faster this time, eager to get a full taste of her and to lubricate her entrance for what was to come.
The occasional shaky gasp of the pony was soon replaced by the quick, shallow panting and moaning of a mare losing herself in heat. With the continued assault from Harry's tongue, he was soon treated to not only the smell but also the lovely taste of his excited caretaker, starting to draw little strands between her lower lips and the animal's muzzle and tongue. It seemed like she really liked what was happening! Pressing her rear against the muzzle and tongue that was making the innocent mare all kinds of excited. Her tail was soon flagging up, her legs shaking and spread wide. She was soon biting one of her hooves to try and keep herself from being heard, but it was no use as the ursine tickled more and more lewd noises out of Fluttershy.
With the hot, wet feelings on her backside, the excited pony started to feel a little chilly, beginning to tremble ever so slightly. Being the shy, reserved mare that she was, she didn't speak up just yet, not wanting to ruin this for Harry - the kind pegasus once more thinking about everyone first, then herself. With the way he kept going, the pony's scent was clinging to the bear's muzzle, clouding his head, riling him up, Fluttershy's muzzle only getting a few whiffs of the ursine's arousal.
Again did Harry's rod press lastingly to his stomach in hard desire for the warm confines of Fluttershy's cunt. The bear already knew it would be tight, and knew also that his lubrication was little more than a kind gesture to both himself and his friend. To him, so he could hone in his instincts and taste all that made up her folds. To her, so she could get a starting point from which to expect the size of the ursine to be. And even then, the wet muscle taking pleasure through basking in mare-juices was not a match for the throbbing tool now pressed to Harry's stomach. And realizing such, the bear didn't waste any more of his time. One last long lick of Fluttershy's snatch, and then he stood up straight. Fluttershy felt the bear leave her, but his presence remained close. As two huge legs came into her peripheral - and then passed her - she knew exactly what was coming next.
Harry growled with need, his ursine cock desperate for Fluttershy now that he knew her scent, how she looked, how she tasted. The bear's head was over top of Fluttershy's, his snout several inches past hers. The bear spread apart his hind legs, the blanket shifting beneath him as he got into prime thrusting position. Yet, the change of footing was not so calculated; it was animal instinct that drove the perfection of his preparation. He was huffing regularly now, and he growled almost hungrily as the point of his cock prodded Fluttershy's entrance. With what very little civility the animal had left, he restrained himself from plunging his rod into the mare's waiting folds. Kept together only by memories of years of companionship, Harry looked down and sweetly licked Fluttershy's snout.
Fluttershy enjoyed the pleasure she was getting, trembling and dripping by the time her friend pulled back, the mixture of saliva and her own juices running down her legs. The thud of the massive legs, seeing and feeling him over her... Fluttershy knew that this was going to be it... It was a curious feeling to be under her lover, what with their difference in size, seeing bear all around her.
Letting out a little yelp, the yellow pegasus felt the tip of Harry's length poke against her, causing her heart to beat rapidly as she was breathing quick and shallow, taking in the now intense scent of the aroused bear that was mounting her, her muzzle pointing up against his chest if she was to look up. The lovely gesture was quickly returned with a nuzzle to the bear's muzzle and a little lick, almost a kiss between the two!
"S-Sorry for being so nervous... I just... uhm... you know... never did anything like this... but... but I hope I can do everything right..."
But the small mare did not have time to finish her sentence. As time would have it, Harry's civility was dried up. He finally gave in to his animal lust and, with a powerful growl from deep in his belly, thrust into who he vaguely recalled as a friend. Now his mate. Her scent had teased him far too much, breaking down what less sexual mannerisms he had. And in turn, his own musk grew so powerful that it freely wafted up Fluttershy's nose. Pungent, almost acrid, yet oh-so enticing to anyone near him. Right now, his glorious scent was only in the vicinity of the nostrils of him and the mare below him, driving them both with lewd desire. Thrusting forth, Harry's ursine cock made it almost easy for him to insert himself into his mate.
Still, not far from the entrance did the bear encounter an obstacle. Had me missed his target and struck her underside? No, for there was no soft fur upon his cock. No - he was well within the walls of Fluttershy's snatch (and oh how tight they were!), but something had halted his progress deeper into her cave. The bear did not know of what it was - did not know it was a mark of purity within his mate's body. The animal knew only that it impeded his length's entrance. So, he did what only came naturally. With a mighty thrust, he tore right through it - popping Fluttershy's cherry with his ursine cock. How fitting that Fluttershy's first time be with an animal! And how fitting, still, that the bear be so ignorant of it. He thrust deep into her, growling with pleasure from the tightness that squeezed his cock like a vice.
The sudden feeling of her entrance being forced open like that drew a slightly pained gasp from the mare, eyes wide as she tensed up hard, feeling her untouched insides stretched open quite roughly. Leaving the poor thing panting and huffing, she was starting to get lung after lung full of that intense smell that was surrounding her now. She knew very well what it was, but to feel it so close now... on her, in her, made her shudder hard, eyes closing for a moment as she gave in, feeling herself grow hotter, more eager, wetter... Spending her time around animals gave her a bit of a resistance to smells, but this? This musk that her partner was now exuding? It was beyond anything she smelled before... Again and again, she took deep breaths, letting them out in shaky moans... and just as she was starting to get used to it, Harry pushed past her hymen and into her deepest parts! With a yelp and a bite to her front hoof, the pegasus turned the loud yipe into more of a whimpering moan, as she couldn't help herself anymore, falling over a little, her rear keeping her hips up, but with her chest and cheek against the ground now... Her first time... and she didn't even have a proper first kiss yet! But as the initial shock and pain started to fade somewhat, the pegasus was treated to the wonderful feeling of sex, something that she was starting to enjoy quite a bit, judging from the various lewd noises that the usually shy and reserved mare now let out.
If the bear were any kind of genuine intellectual creature, he would have teased his partner about the embarrassing noises she made now that her hymen had been broken. "Oh, how cute!" he might have exclaimed, thrusting hard into her to pull another sound from her shaking yellow lips. "Moan some more," he might have pled, resting his head onto her neck.
But Harry was not one for such mannerisms - not now that the musks of both him and his mate clouded his mind, swirling as much there as in his nose. His head felt all floaty with the divine scents - the glorious smells. And, as one might expect, Harry could do nothing other than take in more and succumb to the animal desires telling him to claim his mate. Fluttershy was no partner; she was a mate, marked spit and musk alike. A mate for him to make his. Growling again with animal delight, Harry thrust forth into her again - the tip of his ursine cock touching her cervix. Even throbbing against it.
And the bear's crotch did not even press to Fluttershy's rear yet!
As Fluttershy leant forward, the massive creature behind her took a small step forward, also leaning his head down slightly, optimizing his thrusting position. Schlick sounds of wet juices running against animal surfaces filled the air with the growls of Harry and the whimpering moans of the mare below him. He pulled back and ground into her again - his cockhead throbbing briefly against her cervix this time. He was huffing and puffing, his insides burning up with the higher feelings of pleasure of sex he hadn't felt in years. So much better was his mate's hole than his tongue; his tongue only stroked, but his mate's hole stroked and squeezed, as though begging Harry to empty his saturated orbs - musky, sweaty things that swayed now in this the greatest of nights - into the deepest confines of Fluttershy's insides.
Fluttershy soon felt her head growing hazy, eyes half-closed as thought was starting to become challenging... She felt the heavy, strong body thrust and rub over hers, leaving Harry's musk and saliva as official, proper marks of mating. Any other bear that might've come across Fluttershy even a good week from now would know that she had been claimed! This was not lovey-dovey lovemaking between two sweethearts. This was proper rutting, the mare trying to desperately brace against the ground as she already felt him push against her inner barrier, drawing a surprised eep out of her!
The mare managed to stand on all fours, albeit shakily. And the bear moved to accommodate her, too caught up in his lust to do anything more, and thrust mindlessly into her folds. His puffing intensified as his mate changed positions, her hole tightening around him even more. No matter - the beast just had to work harder to penetrate her! And work harder he did, back-and-forth movements gaining great vigor. Surely Fluttershy would be walking funny for the next week - just another sign of Harry's new ownership over her!
Even with the change in position, Fluttershy was still fucked as strongly as before. There was no getting out of this anymore... though a rapidly growing part of her wouldn't want to get out of this anymore anyway... too good was the hot, hard filling, the mind-numbing scents, the... feral, wild feeling of this entire evening! Every time he pushed against her cervix, he could feel the mare tensing up, bracing as if she was expecting him to break through any moment! After a few moments, as Fluttershy got a semblance of control and awareness back, she tried to get back up, holding on to those strong, big arms of the bear, pressing her muzzle into his fur and taking deep breaths. Her eyes were practically hearts as she indulged herself in all these wonderful feelings and new sensations... She... could get used to this...
Suddenly, Harry's muscles tensed, and he made a leap forward; he inserted himself into her completely, balls slapping against her tense plot! In doing so, Fluttershy's cervix bent backwards, for Harry's cock was now in the hidden chamber of the cave. The bear roared mightily at this, of his full length now being within his mate. This is where he rested for several moments - the musk of both mare and bear taking all the attention that his hips didn't have. He had huffed, and he had puffed, and he had blown down two walls within minutes. The bear basked in this glory for long seconds of filling Fluttershy with his meat, but he eventually succumbed to his need to rut - and he began to pound his mate's insides once again.
Only this time, his thrusts felt sticky. It was not the juices, no - Harry had not cum yet, and this was too adhesive to be the result of the mare's fluids. This was a sticky feeling at the very base of the bear's shaft. Harry hardly noticed, as lost in his lust as he was. He just kept thrusting away into his mate, now taking great pleasure in the wondrous strokes offered by the lemon pegasus's cervix. For him, the sensation was not even a minor curiosity, but a passive experience. Yet, this feeling grew the more he thrusted - as if adhering him to the mare. Still, he did not so much as wonder what the sensation was. Instead, he pounded harder into Fluttershy's womb, not knowing that he was hastening the process.
A process fueled by lust, and the round, white moon high in the night sky.
Every hard, powerful thrust would've shoved the light mare over the ground a little if it wasn't for the strong bear's arm to hold on to. A squeaking grunt, a moan, a push backwards, and Fluttershy gasped as she felt Harry now pushing into her deepest parts. Her back arched, and her wings folded out. It was painful, overwhelming, and a little scary, but... so incredibly fulfilling that the mare couldn't help herself as her eyes rolled back, forced into her first orgasm around her new lover's cock, legs shaking as she barely managed to stand...
The howl sent shivers down Fluttershy's spine, a ritual, almost as if to tell the world that she was now his... his and his only... Needing the few moments of respite, Fluttershy was a moaning, panting wrack as she desperately held on to Harry's leg, cheek squished against his fur as her unfocused, half-closed eyes stared into the night sky, unable to even form the simplest of thoughts other than love, lust and need~
It came as a little bit of a surprise as Harry started to move again, a weak gasp escaping her muzzle at the bear continued stretching of her insides! The sticky thrusts were not even really registered by Fluttershy at first, so lost in pleasure and overwhelmed by the divine sex. Blissfully unaware of what was happening, Fluttershy eagerly pressed her rear against her animalistic lover, starting to moan louder the more she got into it!
Harry remained just as oblivious, the sticky feeling neither bothering him nor being of any real interest to him. He only kept claiming the mare as his, his cock regularly twitching against the inside of Fluttershy's womb. Where he would lay down a bucket's worth of animal seed, if what was happening was not happening, to the ignorance of both participants. The animal pressed into Fluttershy in return for the nuzzling, chin wandering down to hold Fluttershy's head down in a display of dominance, but also somewhat of affectionate reciprocation. In any case, the lewdest sounds - besides Fluttershy's moans - came from the saturated, sweaty orbs dangling from Harry's body. Against Fluttershy's plot did they rhythmically clap.
And those orbs were slowly getting bigger. With seed, certainly - but with lasting mass as well - of fatty skin to contain his baby batter. But this growth - it was not coming naturally. Unbeknownst to bear and mare, Fluttershy was adding onto the assets of her biggest animal. Harry growled as he encountered further resistance, sexually frustrated. It was becoming too much to ignore now; he could only move himself back so far before encountering a resistance upon his rod. This was the first sign to the bear that something was odd, while to the mare... the first tip-off was her hind legs.
Against her will, she had left the ground, slowly rising up.
Held in place by his musky, massive body Fluttershy could only let out muffled moans, eyes rolled back as she was relentlessly fucked, at the mercy of the animal. Something about this strange, sticky sensation was... actually pretty arousing as she felt the girthy length tug on her insides, womb, cervix, and pussy walls. It was... questionable if she would stop even if she knew what was happening, drunk on musk, love, and pleasure, begging Harry to keep fucking her as her legs, spread wide, gave him plenty of room to smear the sweaty layer of his balls all over her backside.
As the fucking continued Fluttershy groaned as she felt a more and more intense tug on her insides, almost as if she was... filled with some kind of sap or glue... The sensation of her hind legs not touching the ground anymore was lost on her at first, tongue hanging out lewdly as she thought that they just gave in and that Harry was picking her up. A few thrusts later, and the fucked silly mare was begging him to kiss her, casting aside all of her civilized reservations, wanting to experience her animalistic lover with all senses, in all ways...
Harry took full advantage of his situation despite the strange sensations at the base of his shaft and, increasingly, his ursine nuts. These nuts were sweating something fierce despite the coolness of the night, but the bear did not care. He pressed his full length into Fluttershy's submitted body, tip kissing the back of her womb and balls smearing his musk all over her behind. Such warm moisture, so pungent in odor. And just as he met her need for meat upon her ass, he also met her need for a kiss. Noticing her mouth uncared for, the bear growled and shot his head forth as though he might bite his mate. But instead, his tongue shot into her mouth, nearly choking her with its length. He growled again with might dominance, not exploring her mouth so much as making it his home.
Meanwhile, without the mare knowing, a certain pair of hind legs had begun to lose their form, to a degree. The bones had liquified, one might say. What was left were lemon flabs of fat and muscle, dangling halfway between the ground and Harry's balls. And so it did not hurt at all when they bent backwards and curled up around to the backside of Harry's growing orbs. Fluttershy could feel the contact of this, as could the bear, but the animal cared not what he felt. His tongue kept on waving around the inside of the proportionally tiny hole that was his mate's mouth, while his cock remained buried deep within her. His thrusting had slowed. Out of the oblivious bear's field of knowledge, he couldn't thrust much more at all, even if he was trying. Fluttershy's plot was firmly fused to his crotch by the time his tongue was in her mouth.
With the intense sweat and musk, Fluttershy felt herself get woozy - the sheer strength already making her shaky. It felt like Harry could go even deeper into her as she felt the sticky, sweaty sack smear against her backside over and over again... soon almost as if... it was smearing into her... Rolling her eyes back the pegasus enjoyed the deep kiss, feeling the rough, wet tongue slither down her throat before playing with her own, the taste of the animal's saliva only making it feel even more wrong... and more exciting...
By the time Fluttershy felt a strange sensation on her legs, the mare blinked and after a few more moments of kissing, she pulled back with a lewd moan, thick strands of saliva between their lips. Looking down underneath herself, the mare's eyes went wide as she struggled to understand what was happening... She was still very much being fucked by the bear, but... her hind legs... they were... small, bent, and even as she tried to move them, they did little more than errantly twitch and wiggle...
"H-Harry?! What... what is... happening to my-Aaahn! So deep... My legs...? They... i-it's so... I can barely feel them anymore!!"
This was just the beginning though, as she didn't even see the increasingly smooth transition of her rear and the ursine hips, not to mention what was happening inside of her!
But the bear was none the wiser. All too caught up in his need to rut, he "thrusted" forward into his mate again, wanting to ram through the cervix over and over again, until he'd be brought to a glorious climax. It was the musk of his mate that drove his crazed thrusts. Only, he was not thrusting into anything anymore, for his cock had fused within the pegasus, from her folds' lips to the inner wall of her womb. The ursine cock throbbed dully as the dumb beast looked from either side of Fluttershy to piece what was going on. But what he saw, he could not comprehend. Fluttershy's legs were curling up into his orbs, sinking into them. Soon there was yellow pervading throughout them, and there was so little left of Fluttershy's hind legs.
In his frustration and confusion, Harry roared, but in that anger, there was also pleasure. For now - Fluttershy's snatch was even tighter than before! And oh, it felt glorious. So glorious, that any concern for Fluttershy was overshadowed by his pervading lust. Harry fell onto his ass as Fluttershy's back legs dwindled into nothing. The mare would never walk on four legs again, and yet, pleasure surged through both creatures. Fluttershy could feel a sensation unlike anything she ever had before. Her legs, which had colored Harry's balls a soft yellow, were gone - but she could feel them. She could feel them pressing to her own plot - heavy, and big, and full of seed. It was the feeling of one's feet falling asleep, but with pleasure all over the hungry nerves instead of pins and needles. The mare could feel the sloshing of seed within what her legs had become.
With shaky gasps, Fluttershy felt... strange as the throbbing of the dick that was ravaging her insides a moment ago was now more like... her own heartbeat, certainly feeling the girthy member inside of her, but no movement any longer, and with every passing moment it was becoming more and more of a warm, numb tingle... There was the occasional tug and shove inside of her, but every movement of Harry's hips only moved her light body forwards and back! With her wings flapping in a panic, she squealed as the bear sat back, dreading to fall over, but instead she just... sat with him... on him... in him?! The more she tried to wrap her head around her predicament, the more Fluttershy thought this was just a dream. A bizarre, hot, lewd, pleasant, and somewhat scary dream... She tried to move her hind legs. There was no movement, little to no sensation, but... there was this hot, sticky weight... And it was nothing on her legs, it was... inside? Her wings were starting to calm down, laying flat against her back, ready to be assimilated.
"H-Harry...? What... what is happening...?! I... I'm confused! I... m-my legs... s-so warm, and... and full...?"
Looking down, she saw the yellow gradient from the thick, brown fur of the shaggy bear to the smoother, silkier one over the front half of Harry's sack. Reaching down, she gently caressed the freshly fused part, feeling her own hoof touch her somewhere on her legs... Was she... becoming a part of him?! All the while with the panic and restlessness her insides were anything but relaxed, so they seemed even tighter, hotter, moving, only accelerating the grafting process of the poor mare to her ursine lover's crotch.
The bear was once again too awash with sexual desire to pay the mare much mind. He urged for release so badly, with the pussy of his mate clenching upon him and not allowing him any sort of movement. He desperately thrust into the air, only carrying Fluttershy with his cock. As one would expect, the touch to his sack just made him do it again, growling with the need to relieve himself of his lust. And again, his thrust succeeded in nothing but bouncing his balls against the blanket - something Fluttershy felt and instantly felt a yearning for again. Those fibers were so soft upon what was Harry's undercarriage, and the warmth of the blanket made the orbs sweat more. Another feeling Fluttershy would find quite pleasant in her situation. What was once Harry's musk... was becoming her own.
The mare had been ignorant of the fact before, but something quickly became evident to her: touching her new body felt very nice, but besides that, her touch hastened changes. Her plot - where her cutie marks lay - thinned, and the hair upon them seemed to shorten as well. And it had begun with Fluttershy touching herself. Now, her rear felt sensitive. A nightly breeze blew, and as a chill ran down the mare's spine, her ass seemed almost to stiffen. And beneath her thinning hair? Not a lacy pink skin that most ponies would have, but a pig-like pink.
Pig-colored skin with... veins?
Fluttershy's plot was not the only thing going. Soon she was hardly a pegasus, for when she touched herself, her wings were folded on her back and exposed to the same transformative properties. They sunk into her back, a sticky sensation resonating through Fluttershy's body as they pulsed beneath her skin before fading into nothing. In the same instant, Fluttershy could feel her "legs" - Harry's sack - expanding with a new bucket's worth of seed. She didn't know it, but that's where her wings had gone. Now cum, nothing more, nothing less. Nothing less than creamy bear baby batter to expend.
Not trying to understand anymore, Fluttershy kept moaning out loud as she felt just how fun it was to touch what her legs had become... Reaching down with both hooves now, she massaged, played with and gently caressed those sweaty orbs, actually feeling the heat on her legs now, feeling herself sweat, pleased, touched. This was... incredible! Being bounced up and down like that, the pegasus started panting every time the heavy sack rubbed against the soft picnic blanket. Oh, Celestia, this was wonderful...
As much as Fluttershy realized how every movement quickened her transformation, she just couldn't help it... it felt so incredibly good...~ A part of her was shocked as she saw her cutie mark stretch over Harry's length, how her coat was thinning out, the... strange, veiny skin underneath... And every time she got another addition like that, she touched and caressed it, trying to move her wings, her pride as a pegasus, her mind quickly emptied by the wonderful feeling of those heavy, musky balls filling up even more! First she was confused, then scared, by now that she was feeling so incredibly sensitive all over her body that she didn't want this feeling to end!
"O-oh Harry... this... O-oh my... m-more, please... this is... w-wonderful!"
She squeaked, back arching as she just wanted to hug herself all over; it felt so incredibly good!
The thrusts into the air never stopped, nor did the sounds of sexual growls from Harry or the scent of his pungent musk that emanated, now, from Fluttershy's old legs. His new balls, saturated with so much seed. And dripping with sweat as they sloshed full of the stuff. With every bounce against the divine blanket, Fluttershy could feel her body go away just a little more. And that was only hastened by the way she touched herself so frequently, spreading the changes up her body. Her beautiful fur thinned as much as that on her plot, leaving only fuzzy pink skin beneath. Veins sprouted from this, starting at Fluttershy's plot. Thick, bumpy, and - most importantly - throbbing with need.
The changes were up to her waist when the mare could feel her front legs getting weaker. The bones within them were dissolving, too, and quickly adding to the fat of what had become of her other legs. Soon her front legs were jelly; she could do little more than twitch them as they slowly receded into her. Whether she had wanted it or not, they did not stop for her benefit. Before long, they were inside her, the same sticky sensation repeating itself as it had with her wings. These legs did not dissolve into Harry's balls, but instead added to her girth. Hip down, she was no more than a sensitive rod of flesh who had just lost the ability to pleasure itself with its arms. Arms that she wouldn't be getting back anytime soon.
Her lower half felt so hot, sticky, sweaty, but what should've been something uncomfortable was feeling rather normal and in a way lewdly pleasant as the engorged balls were soaking the blanket Harry was sitting on.
Further and further did her hooves explore her rapidly changing body before she felt it harder and harder to move them, wide eyes staring at the hanging flaps that once were her hooves. Desperately trying to enjoy more of that wonderful feeling, Fluttershy looked down at herself and saw that, by now, a good half of her body was unrecognizable... but... it only made her heart skip a beat, wanting to be touched more and more... shuddering heavily as that hot, sticky feeling went through her by the time her front hooves were restlessly gone. Now she was hanging on Harry, unable to do more than wiggle and squirm a little, moaning with unfulfilled needs as she looked up to her lover.
"H-Harry... please, touch me... hug me, kiss me, lick me... do... do anything, please... I... I need this, this feeling... O-Oh Celestia, my whole body is throbbing and twitching! I c-can't stand this... please, Harry... a-anything..."
The bear had been growling with his own needs the entire time. He knew he had to cum, but he couldn't. Something prevented him from spilling his seed all over himself and his mate and the blanket. He did not have the smarts to know it was the transformation that kept him on that sexual edge, leaving him growling louder and louder with the primal desire to blow his hot spunk all over the place.
Still, he was more than happy to accommodate the commands of his mate. Not because he heard her begging, but because she had stopped touching his expanding member. That lack of stimulation drew him quickly to madness, and so it was just as fast that he reverted to the animal act that he would always do when Fluttershy was not around and he needed to find release. With a growl of need, he leaned his head down and began to do what came naturally. He licked his shaft, where yellow fur had given way to sensitive pink flesh. His tongue dragged up the half-length, and with the drag of the wet muscle, so too did the mare's changes drag upwards. Still slow, but oh so pleasant and gratifying. Soon enough, her chest had been claimed - the yellow fur thinning into nothing and giving way to cockflesh that twitched with desire. And in this spreading of the transformation, Fluttershy found it harder and harder to crane her neck. Soon, her head was pointing straight up, and she had little mobility left to look around. Only able to watch as the beast towering over her licked what was once a youthful mare's body. Now, increasingly, his shaft.
Huffing and panting, Fluttershy squeaked eagerly as she felt the wet, hot tongue slip over her... body? Was it still her body? Whatever it was, it felt great as she let out a shaky moan, eyes closing and her tongue hanging out as she begged Harry to do it more and more. It was frustrating to rely on the bear now, but... it felt so... soooo good to feel that tongue slip over her sensitive flesh...
Staring up at her friend, Fluttershy felt herself grow more and more rigid, whimpering as she couldn't even wiggle anymore now! With half-closed eyes, she stared at Harry, feeling herself throb with each lick, really wanting to look down and see how her body was progressing, but she couldn't move anymore at all! Her hooves, her wings, all changed and part of the ursine's crotch now. Her hindlegs rubbing over the soft blanket as his balls, her front legs part of the hard, throbbing shaft of Harry now... There was not much left of her anymore as she was panting heavily, feeling like she was so incredibly close to cumming... but couldn't! Just like Harry...
The mare, or what was left of her, was quickly losing her shape. Submissive little Fluttershy now retained only her neck and her pretty face. A pretty face that was dripping with drool, brought on by her growing lust. Her need to climax. Yet, the drool that dripped from her quivering, whimpering maw was becoming increasingly un-spit-like. It was growing a stronger taste - something salty but sweet, and most of all musky. The scent was small at first, but over several seconds, the smell became a strong, powerful odor of animal scent that crawled into Fluttershy's nose to make its new home. The ursine musk that had initially clouded her mind at the start of this encounter was back, and it brought with it a great vengeance. What could one expect? The musk dripped from her mouth; of course it was distracting!
It was Harry's precum.
Over the same short period of time, Fluttershy found her neck tensing more and more, the muscles tightening and almost choking her in collaboration with her new slutty slobber. She could not see, but she could guess well enough that the skin there was losing its fur and turning a hotter pink than it normally would be beneath. What she could feel, though, was the spreading of veins upon her body. Those thick, throbbing veins against her reshaping form that only reiterated her requirement to orgasm. Just as well, an odd inward sense of dissociation crept its way into her. She could feel her insides shifting around, tickling her within before melding with what was her new muscle-y flesh. One by one, her organs dissipated into nothing. Her need for nourishment was the first to go. Next to merge in this - a most passionate of transformations led on by the rough tongue of a bear - were her lungs. The mare tried to draw breath, but found that she could not! Yet soon, there was no need to worry, for her heart was the last piece of her to melt into the new form. Her heartbeat, softening. Slowing. Going, going, and then gone!
Replaced now with the slight vibrations and quiet thumping of something else.
Harry's heart, now Fluttershy's too. Now hers, as the tight, pink flesh climbed up to claim her chin - her mouth starting to stiffen.
Swallowing what she could, Fluttershy could feel the increasing amounts of spit and pre dribble down the sides of her muzzle and chin, starting to run down her neck as she could feel everything that was still “her” start to tighten, to tense, to stiffen. With her tongue and nostrils filled with the arousing taste and smell of horny bear again, she tried her best to moan and pant, telling Harry how much she loved him, how much she wanted him to keep going, to please her... to... touch her in any way he could! Feeling her spit become thick and sticky - drooling down in long, thin strands - the ex-pegasus tried to look down, but she could only glance down the length of her muzzle, coughing a little as the translucent pre-seed splattered out of her mouth.
Slowly but surely, breathing got a little hard, not only because of the mind-numbing arousal and the incredibly musky sensations clouding her senses, but because more and more of that pre was gushing up her throat. Further down, it was hard to see and overshadowed by her own self-pleasuring, but now? Now she could feel the veins forming, bulging, throbbing... For now, she could feel Harry's intense, strong heartbeat increasingly wash over her as she... felt... a certain sense of panic starting to well up! Her breaths got shorter and shorter, until it stopped... her heartbeat the same... and for a moment, the element of Kindness thought that this might be her end, but... she was still alive... Incredibly horny, aroused, a little confused, and shocked, but alive! With her eyes half-closed, she couldn't speak anymore, couldn't moan without her lungs, left to drool that thick, musky liquid endlessly as she wanted to cum, to feel good so badly now... She couldn't even beg her ursine friend to lick her anymore! With every throb of Harry's length, every beat of his heart, she could feel herself bobbing up and down a little, barely recognizable anymore as her heart-shaped eyes stared up at her lover, wordlessly thanking him for the incredible experience. Slowly closing her eyes, the once-pony gave in to the little rest of the transformation remaining, losing herself in the throbbing, hot, musky feeling of becoming Harry's cock.
And the magic brought on by the lust of their night took every advantage of her concession. As she closed her eyes, the pegasus felt her lids stick to her face. She could no longer open her eyes, and never would again. She felt the fur on her face shrivel into her, exposing her bare skin to the world for mere moments. Moments before the skin tightened, tensing with the same primal desire the rest of her body begged for. The need to climax, to spill her now unneeded mass onto the ground, because she was not a pony. She was a cock. Every smell, taste, and feeling was telling her that's what she was. And even the most former was dissipating now, for out of her view, now, her muzzle was flattening against her face. Yet the musk of the bear remained in her mind: her new scent, to only be accompanied by other such musky scents in the future - for surely an animal's folds would meet Fluttershy's body at some point or another. That was her new purpose now, after all.
Face flat and without a nose to truly smell completely anymore, the pink skin tightens upon her, the tip of a new ursine cock almost completely formed. Fluttershy's ears went next - the sound of the world around her getting quieter and quieter, until there was nothing - for her ears had melded into the cockhead, right along with her nose. All that remained then, was her mouth - which was stiff, but just a little flexible. Pre dribbled from the maw in an uncontrollable flow, the bear's growling intensifying the closer he felt to being able to finally unleash his pent-up sack's rewards. A last breath was within that maw, and what presented itself was a brief window free of pre. It was a chance for the minuscule remainder of the mare to speak. This would be her last chance; this she knew, for her balls - Harry's balls - bubbled with seed. Harry's shaft throbbed. The head of his cock pulsed. Yes, yes! So close to release!
Fluttershy wouldn't even try to open her eyes for a long time, the cool evening breeze making her shudder-... well, would've made her shudder if she still had her own body... Now she only felt the pre gushing out of her mouth, the new opening on Harry's tip, making the little breeze feel a little more chilly, but every strong, deep throb made her feel nice and hot again...
Embracing the gradual loss of her senses, the ex-pegasus already closed her eyes, only smelling and tasting the musky pre, though as her muzzle flattened and her nostrils went only the taste remained, though the smell was still deeply ingrained in her head. Next her ears. The already quiet evening, with only Harry's grunting, growling, and huffing heard next to the wet slurps, faded as she was left with taste and feeling. Having trouble moving her mouth anymore, not even noticing as her tongue was feeling sticky and heavy, she smiled - as best as she could - up at Harry, feeling her last remnants of being a pony fade away.
"I love you, Harry... Thank you~"
These were her last words as her mouth took the form of the slit at the end of the bear's dick, the mare filled with excitement as she could feel what once were her hindlegs tightening a little, as Harry was ready to cum, the contents of his balls - her wings, her organs, everything that was repurposed - useless in her new form, bubbling and churning... She couldn't move, couldn't speak, hardly think anymore, almost driven crazy with the lust that just kept mounting and rising! Throb... throb... throb... she felt her body... Twitching with need, sleek with saliva and pre, so veiny, big... perfect... She had become so beautiful... ready to take on her new role, her new destiny, forever together with her ursine lover, barely recognizable as what she once was, but more than happy to feel every wonderful thing Harry felt...
And the first of these, the inevitable orgasm held off for far too long by the transformation brought on by forbidden love. As a last drop of pre-cum parted from what were once Fluttershy's lips and ran down what her body had become - sensitive, thick cockflesh ending in massive, churning balls - Harry roared into the night. Though Fluttershy was unable to hear, she could feel the reverberations and knew it was a cry of finish. Finally, finally did her balls feel release! Flying upwards through the shaft, her seed gloriously spewed high into the air, her orbs working overtime to churn every last bit of her that wasn't needed of her new self. Stream after stream, Fluttershy expended herself. Wings and hooves and insides - everything she didn't need anymore. Erupting in a geyser of hot, white, sticky seed. All of it spewed forth from her mouth, and it was with this wondrous cumming that Fluttershy lost all that was once her body. Only her flesh remained, repurposed by the massive beast that was still expending every last drop of what made her a pony.
There was no chance of turning back, even if the mare inside had wanted to. The cum rocketing out her mouth smoothed her insides and cemented her changes, leaving her nothing but a cock. Forever. A set of genitals to be used as the bear she belonged to saw fit. Onto the blanket fell the flurry of seed. Biomass broken down that would never be salvaged. Not now, for there was no mare to give it to. Fluttershy was a cock and nothing more. A thick, musky, ursine cock. And what visually marked her new permanent place of living, but her yellow orbs tingling with the reappearance of yes, her cutie mark. This was her true destiny. And as her orgasm sputtered to a stop, the former pegasus knew that Harry would take care of her. Even if the only thing to tell her, was the feeling of him licking her clean. Upon this crotch she did belong, a tool of Harry's pleasure, now and forever.
Fluttershy could not see, not hear, only feel... feel that pleasure, the roaring trembling, the throbbing heat... The next was something she never thought possible... It was one thing cumming as a pony, but this... she was not just cumming from pleasure, her entire body was filled with pleasure! Something inside of her knew that this was going to be her life from now on... No spell, no potion, nothing could separate the two ever again... and she wouldn't want it any other way... Feeling the massive load of seed gush through her body, it was exciting to feel the new ways she was functioning, not breathing, not living, but rather being part of her ursine love now... Throb... throb... throb... every gushing twitch of her new body washed away more of her consciousness as she enjoyed the fuzzy feeling in her head growing thicker. As the orgasm subsided, she went dormant... waiting for the next time Harry was having some fun with himself, already eagerly awaiting the feeling of being played with, being used, and being the conduit for the bear's pleasure once again.
Author's Note
This story was based on an RP I had with someone on Discord. If you liked the content of this story, you can find another like it here: To Be One with the Night
Thanks for reading!
