Fillies Shouldn't Wander Alone

by Arume_Lux

Rating: mature
Tags: Original Character, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Fluttershy, Porn, Sex, Fetish, Non-consensual
Length: 4827

What happens to the fillies when theres no Rainboom?

In this alternate universe, with no Rainboom to guide her to her special talent, Fluttershy finds herself in an interesting situation.

Was originally going to be a series but I'm leaving this as just a one-off. sorry the inspiration died.

Published 2021-03-03 22:10:00 UTC
Last updated 2021-03-03 22:10:00 UTC

Fluttershy

Author's Note

Hi there- This story is told from the POV of Fluttershy. I don't write much, if at all and this is the first thing I've ever finished! I accept constructive criticism but please try to be polite. I hope the story is okay.

Fluttershy

Fluttershy was falling. While the nothingness rushed past her, she screamed and watched as, above her, Cloudsdale grew smaller and smaller. Awkwardly turning in the air, she watched as the ground drew closer and closer. It was only then that she remembered she had wings.

Furiously, she flapped her feathered appendages. Though she somehow managed to slow herself down, she still landed on the ground with a soft ‘oomph’. Fluttershy wasn’t going to give up that easily. While her adrenaline was still high, she sprung up, with her rose-colored hair flying about and little weak wings desperately trying to get her off the earth. She had to get back home. Her shoulders began to burn when she was not even a few feet off the ground, and she felt tired. Besides, the thought of flying too high was terrifying- a few more feet and she began to tremble at the sight of the ground getting too far away from her.

She faltered and fell to the ground again with an exasperated huff. She stood panting for a few minutes, collecting herself. Lifting her head, she scanned the area properly. The sparse trees and long grass rustled with the light breeze, and she could hear scattered birdsongs in the distance. There was nopony around. Looking upwards again, she wondered now if Rainbow had won the race, but of course, she was too far away to see anything, which caused her stomach to knot. Her encounter with the prismatic filly had been the only time a pony stood up for her, and she wouldn’t be around to say thank you.

With a sigh, she looked down at herself. Her legs were long, and her wings were weak. Fillies almost a year younger than her had their special talents already. It was miserable to watch, and she thought about it almost constantly.

Laying down on the grass, she looked at her bare flank and blew out a breath of disappointment. It will come when it’s time. Her parents’ words echoed in her head. She hoped they were right. She turned away and rested her head on her hooves in a rather forlorn fashion. A blade of grass waved invitingly in front of her muzzle, so she blew on it, watching it bend and twist. Without any way to get back, she’d have to wait for somepony to realize she was missing.

...

Fluttershy started, suddenly opening her eyes. Had she fallen asleep? It had been warm and sunny, and the grass was welcoming, so when she had lied down she must have dozed off. The sun was setting behind Cloudsdale, with the night swiftly approaching. This caused her to panic a little, by this time she was sure her parents would have noticed her missing. She scanned the sky, but there were only a few light, wispy clouds hanging low in the sky. Looking to the side, drawn by an odd column in the heavens, she noticed a smoke trail over the horizon. The sight quickly brought her to her hooves, realizing what it meant; that now she could get help.

Fluttershy began a quick trot towards the smoke, deeply desiring to find its origin. As she neared, she noticed more smoke climbing upwards. As she crested a hill, buildings revealed themselves from behind the horizon; it was a whole town, and she was ecstatic. However, the excitement dwindled as she neared, with her usual, nervousness suddenly re-surfacing.

What if she was a bother by asking? The filly took a deep breath. It didn’t matter, she had to get home. Asking adults for help was usually okay anyways, it was other fillies and colts she had to be afraid of. She pressed onward- after all, she couldn’t just give up and go back to the wilderness. If she didn’t go out to find somepony to assist her, she might never get saved! Her hooves carried her onto the dusty trail, which slowly turned into a defined path as she entered the town. It seemed to be quieting down, as it was probably around seven in the evening. The dying rays of the sun reflecting off the shiny straw roofing, seemingly catching them on fire.

As she trotted through the streets, no pony took much notice of her, though some gazes lingered longer than others. A cocked brow, an eye roll. Maybe a filly shouldn’t be walking the streets alone. It wasn’t that bad, and she enjoyed the sight.

Being at ground level wasn’t exactly an everyday thing for the filly, and her curious eyes wandered everywhere. The streets were filled with stalls and shops, all selling the usual goods: food, clothes, furniture, you name it and it was there. Seemingly, everything was made with wood glass, and straw rather than clouds. Honestly, it was refreshing to see, and wood and earth seemed a lot more stable than clouds.

She lingered by one shop after looking at countless others, it was closed now, but she could still see a couple of figure-ponies inside from the store’s front window. One of them had a lovely green saddlebag with azure flowers adorning it. Her hoof came up to rest on the glass while her face grew pensive. If only she had money she could buy it. Her stomach growled. Or she could buy food. While she had been thinking, a stallion she did not know stopped beside her and nudged her. The pegasus jumped.

“It’s quite pretty isn’t it?” His voice was warm.

She didn’t know how to respond, but she nodded timidly to him. He seemed friendly enough, though she couldn’t help but feel nervous with him so close. Being apprehensive was simply in her nature, whether around strangers or not, so having somepony come up out of the blue caught her off guard.

“Where are you from, little filly?” he asked, his eyes studying her.

Quickly, she averted her gaze from his rust-colored eyes.

Fluttershy hid in her mane. “Oh- I’m from...Cloudsdale. My name is Fluttershy.’' Came her soft reply, realizing then that the stallion could help her. She lifted her head slightly and peeked at him through her long mane. “I fell from Cloudsdale, hours ago, and I don’t know how to get back, can you help..?”

He seemed to consider for a moment, an eyebrow arching as if she had said something quite interesting before a small, uneven smile spread across his face. “I might be able to help.” The filly straightened a bit at hearing that.

“Really? O-okay.” A small smile broke her nervous expression. He gestured for her to follow him.

“C’mon, I just need to make a quick stop, then we’ll uh get you the help you need, mkay?” he announced.

He took a few steps down the path, and she took another look at the lovely saddlebag before slowly trailing after him. He quickly glanced over his shoulder to see if she was following, when he saw she was, he winked at her with a cheery smile and continued.

The pegasus trekked after him, studying him as they walked. He was a pale grey unicorn with a rich blue mane that was brushed back. He looked to be old, though definitely not as old as her father. His cutiemark was a lock and key side by side, and she guessed that he worked with locks or designed them. Fluttershy wondered once again what her special talent would be when the time came- If it came.

They walked for quite a while, the only sounds to accompany them were their breathing and the crunch of dirt beneath their hooves, the pony didn’t seem like he wanted to talk. The sun had finally said its final goodbye, the light to see the path being provided now by street lamps. It smelled of night and moist air, and after glancing upward she could tell that there were clouds, because the stars were hidden from view. Finally, they stopped at a small house in a quiet-looking neighborhood.

It looked nice despite being small, it looked to be one story tall and like many others had a straw roof. The unicorn used some kind of spell to unlock and open the door and gestured for her to go in. Fluttershy felt uneasy.

“I can’t go in there,” she whispered, trying not to sound too afraid.

Going into a stranger’s house was a huge no-no. Her parents had always told her that. He tilted his head, a few strands of his neatly brushed mane falling askew

“Why not? You looked hungry and while I don’t have much, you look like you could use a bite, come on.” He gently nudged her flank, and the small pony staggered forward, taking small, unsure steps into the foreign building.

With quick use of his magic, the room was lit up in a few seconds. It was a little bit messy, but overall it was fine. The living room had simple furniture, not a lot of frills or decorations. He stepped in behind her, moments before she heard the door close. He locked the door, and the noise caused her to turn. She watched as he also latched the chain that was near the top of the door. Her eyes widened a bit at that, and he turned back to her.

She noticed that he was no longer smiling- instead, he was eyeing her up, seemingly judging her. The filly withered under his gaze, tucking her head back into her mane.

“So, how about that snack, huh? You can have whatever you want, just come and take a look in the kitchen.”

The smile was back, but he didn’t even comment on the door, and she looked over her shoulder at it.

He turned away from her and walked to the next room, while she slowly followed. Her heart was beating quickly in her chest, and she willed it to calm down. She was just going to get something to eat...In a stranger’s house...With the exit doubly-locked. Well, perhaps it would be better to be in here with him than out there at night alone. The thought was convincing, and it allowed her to relax a bit. The filly’s mind was turning the situation over in her mind though. She was either in a lot of trouble, or she was overreacting; she hoped the latter was true.

Fluttershy slowly walked after him, trying not to make much noise, and starting a bit when the floor creaked. He passed under an archway which led to a somewhat tidy small kitchen and dining room. As he pointed at the fridge, she approached it and peeked inside. Ooh. There were some vegetables, including her favorite ones, a few ripe-looking apples, and even a tasty-looking cake inside a container, awaiting her. She placed a hoof on the container and glanced back, wondering if it was okay. He waved a hoof of encouragement at her, spurring her to take it out and set it on the counter.

The unicorn took it from there. He pawed through the drawers and cupboards with his magic and pulled out a small plate and fork. He dished up a reasonable piece of the cake, sliding the rest back in the fridge with his magic. He then lifted the morsel to the table, and Fluttershy trotted to it, pulling the chair out and eagerly sitting in front of the food. The filly hadn’t realized how hungry she was until she lifted the first bite to her mouth. It was delicious, and she took bite after bite.

“You sure have quite the appetite,” he said, startling her.

Startled, she dropped the fork, and it clattered on the plate lightly. Looking back to him, he was leaning against the kitchen counter with his head on his hoof. He was just...Watching her? He wasn’t getting any food of his own? She recovered the fork, blinking at him. He just smiled. She supposed she wasn’t in any real danger from him, so she dove into her cake again. Once she was done, she pushed the empty plate back and quickly got to her hooves.

“Can I go home now?” she asked nervously.

For a few moments, there was only the quiet hum of the refrigerator and the ticking of the wall clock. She quickly glanced at it and was shocked to see how late it was. Nearly nine o’clock. Her parents had to be worried about her. It was when she got ready for bed.

“Home?” He frowned, as if confused, then his face shifted back to a warm smile. “Oh, you mean your home in Cloudsdale? Yeah, you can go back there! How about tomorrow though, you can rest in my spare room- it’s late after all.”

The filly was disappointed. However, she knew he was right.

“Well, okay...” She mumbled.

He pushed himself off of the counter after giving her a reassuring smile. He levitated the plate and fork to the sink, then motioned for her to follow him. He led her to a hallway off of the living room and then pushed open a door revealing a small room with a regular pony-sized bed, a side table with a lamp, and a desk with a few books stacked on it. It was very non-specific, just like the guest room at home.

“Here you go.” What do you think?” He asked.

“It’s fine, thank you…Mister, umm...” She couldn’t recall his name.

“Oh!” He rolled his eyes. “I am sorry. I forgot to introduce myself. You can just call me Lock.”

Knowing his name made her feel even more at ease. And he smiled at her. Something about the way his eyes looked her over wasn’t quite right, and she gave him a skeptical glance.

“You’re probably tired right about now... So I’ll leave you be- Oh right.” He prodded her shoulder and pointed down the hall at a door that was slightly ajar. “That’s the washroom, just in case you need it.”

Lock gave her a small wave then retreated, closing the door partway behind him. Fluttershy was grateful because there was still a light on in the kitchen. The sliver of dim light was enough to chase enough of the darkness away. She didn’t like the dark.

She peeked out of the small door opening to see him disappear into a room at the end of the hall - probably his room. The small pegasus teared up a little bit, overwhelmed by the situation she found herself in. She missed her parents and felt uneasy in this room. Her bed at home was better, she thought as she slid herself under the comforter. Her bed had her comfy blanket, and a pillow that wasn’t too squishy.

Young ponies have wild imaginations, and Fluttershy’s began to whir. She imagined him coming into her room and watching her with that same look in his eyes. Her heart was beating in her ears and she was worried to death he would come in, but as she watched, and watched her door, nothing happened. Her eyes began to drift shut, and she fell into a light sleep. The last thing she remembered was hoping to wake up back home.

In the middle of the night, Fluttershy woke up to a large hoof pressing down lightly on her stomach. Her eyes fluttered open, confused by the unfamiliar surroundings before she saw him. The filly started and then shrieked; the stallion was directly above her. Before she could react, his free hoof came to press gently on her mouth.

“It’s okay... I’m not gonna hurt you.” His voice was raspy and his breath was hot on her ears. The hoof that rested on her soft belly moved downward, and she squirmed at his touch.

“Wh... What are you doing?” She was able to whisper as his hoof left her mouth. To say she was scared would be an understatement, and her heart was pounding.

“You.” His lips were so close to her that she could feel his breath, closer now as he inched his face above hers; then, without warning, the stallion was pressing his muzzle to hers; the action caused her to yelp into him.

The young pony felt somewhat embarrassed. Only special someponys were supposed to kiss, was...Did this mean they were special someponys now? It was such an overwhelming concept that her ears and face grew red and hot at the thought. Goddesses, she was terrified.

He released her from the brief kiss and searched her face. Surely, he could see she was scared. The unicorn stallion had a smile on his face, as he continued whispering into her ear. “Look how cute and pretty you are when you blush, little filly.”

Fluttershy brought a hoof up to cover her face. The compliment caught her off guard. Only her parents ever complimented her. It felt...surprisingly nice, and it made her relax a little bit.

“Th-thanks…” It sounded a little more like a question than a response.

The hoof that was on her lower abdomen began to travel lower and then even lower still until Fluttershy flinched as he touched her virgin parts.

“Wh- what are you doing- Nopony is s-supposed to touch me th-there,” squeaked and sputtered the filly, as she remembered back to all those special classes about fire drills, stranger danger, and secret squares. If a pony touches you in your secret square you have to go to your parents or a teacher and…

“I’m not supposed to touch you there?” he asked, not stopping, but instead rubbing in tiny, slow circles. “Why not?”

“It... It’s bad,” Fluttershy responded quietly.

Her breathing was a little heavier now, while she pressed her small thighs together around his pale grey hoof. It was a more or less natural response but the increased pressure caused her to inhale sharply.

“Only... My special somepony can touch me there...” Reasoned the pegasus.

She bit her lip. The feeling she was experiencing was hard to describe. It didn’t tickle, but it tingled and made her heart pound. The filly’s breathing was coming out in huffs, her eyes focused on his intense, amber gaze. His face reddened slightly, as his lips parted. His chest was rising and falling in heavy breaths.

“Do you wanna be my little special somepony?” His statement caused her to shake her head. But the filly was confused more than anything.

Did she want this newfound feeling to stop? She didn’t know, her mind was going blank. She felt something wet gather below herself, and she wondered if she had peed herself. Her face grew only more flushed.

“Someone’s excited.” He remarked to her, but the only one that seemed excited was him!

“I- I don’t understand-” she was cut off, as he reached down and silenced her with another kiss; it was warm and sloppy, and it left the area around her mouth damp. For a moment she thought about germs, and how spit was yucky… But she didn’t feel repulsed.

“It’s okay, I won’t hurt you,” he promised. Something in his voice was a little off, but she wanted to trust him; if she didn’t, the situation would be too scary. Fluttershy felt something firm and warm touch her fillyparts as he shuffled forward.

“You’re wet, oh my, did I do that?” He said in a mock surprise voice.

He nuzzled into her neck. It tickled and she couldn’t help but giggle. The entire situation was absurd, yet she was feeling more and more relaxed being around him. Fluttershy didn’t want him to pull away, she felt warm. This attention was so new to her, and maybe she liked it.

“Does my little filly want me to stop?” He whispered huskily into her ear. It caused a shiver to run down her spine. No... Fluttershy honestly couldn’t say that she did. “... Do you want me to stop?” he asked again when she said nothing.

“N-no...” The small pegasus breathed back.

“Good...” He continued to caress her and coo in her ear. After a few minutes had passed, the stallion stopped, and his hindquarters inched forwards. The fillies fear flared up again briefly as his tip breached her entrance. Her muscles stiffened, and she whimpered. The stallion noticed and began to shush her.

“Nonono you need to relax- it’s okay- everything is fine.” He reassured the filly. A little voice inside her head told her this was not fine. Briefly, she thought of her parents, what would they think?

The filly took a deep breath and tried to relax, though she was trembling. As she relaxed her muscles, she could feel him. He was inside her, and he inched inside a little more. Suddenly she cried out at the sudden, sharp pinching pain. Her eyes were wide and tears pricked at the corners of her eyes. She looked at Lock’s face and she could see he looked a little worried. This did little to reassure her.

“It’s okay, it’s just... Because this is your first time...” he murmured.

“It hurts...” she said, a tiny sniffle escaping her.

“I know it does, but you’ll get used to it. Just take deep breaths, and it’ll get better...” He continued to caress her body and whisper soothing things into her ear.

Why was she letting this stallion do this to her? Why did she come here..? Her brain was panicking, but he didn’t stop. He continued to push inside her until it seemed he could go no further.

Her abdomen swelled with the foreign body nestled inside her, she took a deep breath to try to relax. He had stopped now, and he was watching her face intently. The pause gave her time to adjust to the situation. Her long pink mane had come to drape over one side of her face. It was suffocating, so she raised a hof to brush it aside.

His hoof came to her face and brushed away tears that had formed at the corners of her eyes.

Lock panted. “You’re an amazing little pony.”

Fluttershy looked away, not knowing how to respond. She had already said thank you. He shuffled himself and gently began to retreat, the absence of the hot flesh stretching her was a relief. The filly wondered if that was it. But she would be proven wrong when he pushed himself back inside. She expected it to be just as stretching and painful as last time, but it was a little less painful now.

“You’re being such a good filly. A good, pretty little filly.”

Her cheeks darkened at the praise, and she gazed at his flushed, somewhat focused face. She liked the praise, so she sniffled and willed her stupid eyes to stop making tears.

“... Feels so good...” He murmured and reached downwards to kiss and nibble at the pegasus’ neck.

He seemed to like it. And he liked her. Her chest swelled. Maybe she could feel what he was feeling. She tried to convince herself, she told herself that she wanted more. Her body could take it. As he entered her a third time, she whimpered out a quiet moan.

“You like it-! Heh... What a good girl...” He praised her, breathlessly.

He began to thrust into her slightly faster. A fourth time, fifth… sixth… The filly stopped keeping count. A small wet noise emanated from the contact, as he picked up speed. “You like it when I... take what I want, don’t you?”

It was a strange question, and his voice seemed a little cautious, but the feeling she was experiencing was what she was focused on. Maybe she was beginning to experience that good feeling he had.

“Y-yes..” She returned softly.

“You want to be my little pretty filly, don’t you?” This time it was a little more confident. He was whispering into her ear, yet she could barely make out his words.

“Uh-huh…” Fluttershy breathed back.

“My very own f-filly-” he panted. She said nothing, unsure if this was prompt to repeat his words or not. “Say it...”

“I’m… Your…” She trailed off into a breathy moan.

“Say it...” He repeated.

Lock’s face was an expression she couldn’t quite place, not quite angry, but his voice sounded a little aggressive as his movements grew more frantic. She had never seen anypony act like this before, she didn’t know how to feel about it.

“I’m your... f-filly...” She panted in response.

In the dim light, she could see his face, his fur was shining with sweat. She touched her face self consciously and sure enough, so was she.

“You’re beautiful.” And he was looking right at her, eyes blazing.

Fluttershy gave him a small, open-mouth smile as breathed heavily. She was excited. Nopony ever talked to her this way. It made her feel special. Her breaths were almost like quiet whimpers, as she began to feel increasingly overwhelmed by the rhythm, each one bringing about a new cascade of pleasure.

There was a warm pit in her abdomen, each thrust caused it to grow larger. Her eyes closed, and the filly felt her ears and thighs trembling. Her uneven breaths grew more shallow, and her eyes watered. Then, it was as if a cup had overflowed. She let out a long whimper as the feeling of her very first orgasm coursed through her body.

The action seemed to elicit a response from Lock as well, the unicorn grunted at her in response. The rhythm became increasingly irregular, and each thrust caused her to squeak at the overstimulation. Eventually, he stopped altogether with one final thrust into her body.

The stallion threw his head back, letting out a deep grunt as he buried himself within her. Fluttershy could feel his warmth release inside of her, and the feeling caused her to shudder slightly. As she peered down between them she watched her small belly expand even more than it was. It was oddly fascinating, and she felt full and warm.

They were both breathing heavily, while she watched his face. His expression was slightly distant and he looked tired. After a few breaths, he met her gaze and there was a brief look of alarm on his face.

“Did you... Enjoy yourself?” He asked rather breathlessly. Wordlessly, she nodded her head.
“... Good.”

A few more moments passed, and the little pegasus listened to his breathing as it grew a little more regular. Then, he pulled himself out of her. She eyed his member, intrigued by the fact that it was just inside her. Liquids rushed out and quickly soaked the blankets.

“Look at you… Heh, all filled up.”

She gave him a small smile and flushed. The filly pushed herself up on the bed to observe the mess better, but it was hard to see in this light. She pressed her hoof down onto the sheets and felt the dampness. Her hoof felt icky when she pulled it away, so she wiped it onto the blankets.

“You can come sleep in my bed instead for tonight, how about that?”

In the back of her mind, she realized he must have wanted to do this from the very start, and she eyed him. It didn’t bother her now as much as it would have before. He was smiling, and he looked a little bit nervous.
He stood and slowly walked out of the room, looking over his shoulder at her.
As she got off the bed and stood, more fluids dripped onto the floor, and she looked back at herself. Lock raised an eyebrow and then vanished for a few moments, returning with a fluffy white towel.

“I wasn’t lying, you can go home tomorrow if you want to.” He was gently cleaning her hindquarters while petting her back and wings. Her eyes shut. Did she want to go home? What awaited her there? She loved her parents, but she didn’t like school and certainly didn’t like the other foals.

“Okay.” She said quietly. She needed to sleep on it.

Discarding the towel, the unicorn led her to his room. The bed had a lot of blankets and looked comfortable. He clambered up and offered her a hoof to assist her. Taking it, she climbed up with his help. He pushed the covers aside and slipped under them, and she timidly shuffled under them too.

Expecting him to turn over and go to sleep, she closed her eyes and took a deep breath. When he turned and buried his nose into the back of her neck, the filly squeaked in surprise, but soon took comfort in the warmth from his body. Her eyes closed, and soon she drifted off.