Want it Need it

by DanDen

Rating: mature
Tags: Fluttershy, Sex, Twilight Sparkle, Porn, My Little Pony: Friendship is Magic, Fetish, Romance
Length: 6007

Twilight tries out the Want it Need it spell with Fluttershy

There was an excuse, and three reasons, why Twilight modified the Want it Need it spell. The excuse was that a spell so powerful couldn’t not be dangerous. If used in… Certain ways, it might have some painful results. The town had turned itself upside down to get an old toy, after all. This was an excuse because she knew well that the modified version didn't somehow remove the original from existence.

The three reasons were that she did it for the sake of it (When was the last time she’d worked on spells? Too long) and that a Want it Need it she could alter the potency of would undoubtedly be useful. The third reason was, of course, that the original Want it Need it was too powerful to be any fun.

Contents:
Want it need it, invisibility, edging, vaginal, anal, a lot of oral.
-1st section: Lesbian
-2nd section on: A dick. No hyper, size worship, or mares with dicks lore. God I hate that noise.

Published 2023-01-16 03:20:00 UTC
Last updated 2023-01-16 03:20:00 UTC

1 - Wallflower

There was an excuse, and three reasons, why Twilight modified the Want it Need it spell. The excuse was that a spell so powerful couldn’t not be dangerous. If used in… Certain ways, it might go very badly. The town had turned itself upside down to get an old toy, after all. This was an excuse because she knew well that the modified version didn’t somehow remove the original from existence.

The three reasons were that she did it for the sake of it (When was the last time she’d worked on spells? Too long) and that a Want it Need it she could alter the potency of would undoubtedly help her keep Equestria safe. The third reason was, of course, that the original Want it Need it was too powerful to be any fun.

She thought about the last reason offhandedly, standing before Fluttershy’s cottage, as she cast the first of three spells she planned to today. The Memory Hole spell wasn’t invisibility as much as unnoticeability; anyone who saw her would avoid walking onto her and might even answer if she spoke to them, but wouldn’t acknowledge her unless forced to (And even then, without thinking about it), And would forget she was there the moment she was out of sight. They would deal with the outcome of her being there but wouldn’t know, or wonder, how it had happened.

So it was safe to others… and fun. Lots of fun.

She entered the cottage and say to wait on the sofa, sure that Fluttershy would wake up soon. Fifteen minutes passed, then twenty, and her thrill began to ebb into boredom, which was unacceptable. With a sideways pout she hopped off the sofa and walked to Fluttershy’s room, where she slept in a curl and a clock ticked on the night table; She’d set the alarm rather late today.

Twilight debated coming back at a more reasonable time, but a mischievous new idea came to her and aroused her so much it’d feel like a waste to let it ebb again; She cast a weakened, albeit stronger than planned Want it Need it spell on her ass, pointed it at Fluttershy, and set the clock’s alarm to the current time.

When Fluttershy yawned cutely, Twilight felt like she’d missed on something precious and dragged a dressing mirror closer so she could see Fluttershy, who was stretching her back and wings, and rubbed her eyes, momentarily freezing when her eyes fell on Twilight’s flank.

Twilight almost, almost turned around to properly see her friend, but chose to wave her tail to draw more attention to it instead.

Fluttershy barely paid it any mind, moved a wing in front of her snout, and began gently chewing on the half feather, half fur coating on the forward side, then to straighten her feathers. She closed her eyes in relaxation as she did so, and after a moment began humming to herself.

Watching such a private thing she was sure Fluttershy would deny to having ever done, Twilight had to keep herself from squeaking at the cuteness. At first she’d thought this was another delay, but it turned out it was a turn on to see her use her mouth like that, and she was happy to watch and, shaking her tail again, pressed her ass closer to Fluttershy, who made no other sign of acknowledgment than burying her face on it so hard it clapped.

It was so sudden Twilight let out a yelp but Fluttershy, for all her traits, did not fuck around when fucking. She started out pressing her snout into her pussy and sucking on her clit, then held it gently with her teeth to caress it with the tip of her tongue, holding Twilight’s ass between her hooves and massaging it as one of her wings slipped between her own legs and under the blanket. Twilight, who had been about to magically stimulate her to reward her for such skill and eagerness, saw this and was content to let herself go and press harder against Fluttershy’s face, her friend holding her clit between her lips again and making her shiver.

With a sudden yank, she pulled Twilight onto the bed and flipped her belly up with what had to be full confidence that her partner was too far gone in bliss to protest, and her tongue snaked its way past her lips as she kissed her pussy and continued to caress her clit with her lips as she circled her head back and forward as if thrusting, tasting every side of Twilight’s inside in slow circles. Slowly, surprisingly shy compared to everything else she was doing, Fluttershy’s free wingtip slipped into her asshole.

Twilight felt herself draw close to the edge, and teleported away before she came because as good as Fluttershy turned out to be, this was way too soon for her taste. She landed on a mess of tangled limbs from such a rushed teleport, splashing the pillows with saliva and cum, and had to resist the impulse to rub herself. After Fluttershy’s unexpected forwardness and skill, anything else would be a disappointing orgasm. What a skilled mare! If Twilight had known this, she’d have dated her -or at least slept with- ages ago, and now that she knew both were solid possibilities.

Would Fluttershy lick the sofa clean if she noticed? The thought made her body feel hotter and almost sent her into the verge of orgasm again, but she held herself and continued to ride the warmth, thinking about what she could do next. Fluttershy did not give any sign of surprise or distress up in the second floor, confirming Twilight’s theory of how the memory hole and reduced want it need it spells would work together.

Moments later, Fluttershy walked down from her room still not reacting to Twilight’s presence, or for that mater, to the mare cum dripping from her snout. Twilight followed her to the bathroom, needing to test one last part of her theories.

Fluttershy watched herself in the mirror, blinked quickly and shook her head, her mane waving softly as she did then had another look at herself, looking moderately more awake. She squinted and had a closer look at her snout in the mirror making Twilight tense up, but only smoothed down some fur there, licking the cum off her lips thoughtlessly as she did. Kinky plans began forming in Twilight’s mind now that she’d confirmed everything worked as planned, and then Fluttershy surprised her once again.

She looked down at the brush in her hoof, frowned as if considering great matters, and let the brush fall off her hoof into the sink to touch herself instead. Twilight stood there bewildered, needing a moment to decide that yes- Fluttershy was still licking her lips, so this was probably still the spell. Probably.

Surprise thought it may be, it was no less enjoyable a show. Twilight watched Fluttershy rub herself, her free hoof holding her up on the sink and her hinds bowing, her tail swishing left and right, the tip of her hoof pressing on her small, delicate looking button. Hadn’t Fluttershy been a good girl, a great girl today? With that in mind Twilight moved in behind her and wrapped Fluttershy’s tail around her hoof, then gave a gentle yet firm pull that made Fluttershy yelp, her face growing redder.

Twilight had to admit, she wasn’t nearly as good as her friend at pussy eating, but she still strived to do the best she could for her friends and started with a slow, curious lick of her sex. Coppery, yet sweet- a flavor she could get used to, returning her to her earlier thoughts of dating.

Squeaking, drawing short breaths, trying to stay quiet and failing, Fluttershy tried to keep rubbing herself but Twilight held her hoof in place to suck her cum off it, kissed her sex, bit her lips and inner tights gently and not so gently, sucked on her clit like Fluttershy had done to her before. The louder Fluttershy grew, the more confident Twilight felt, until she was holding Fluttershy’s flanks between her hooves, and penetrating her with her tongue.

Twilight might’ve wanted to edge herself before, but Fluttershy showed no inclination towards that so Twilight made a small box pop out of thin air with her magic, and also with it took a small, silvery, jeweled buttplug from it without breaking her ministrations, slid it over her friend’s pussy, and pressed it softly against Fluttershy’s ass, moving its backside in circles as she did. Fluttershy grew more flustered and let out an uncontrolled cry when Twilight gave her flank a soft smack.

The buttplug was a third in now, and Twilight gave Fluttershy another, harder slap on the flank as she sucked on her clit, moving her head back and forth in time with Fluttershy’s panting. Soon, she felt Fluttershy begin to tense.

She shoved the buttplug all the way in, and gave her another slap for good measure. If she timed it right, or Fluttershy came from it, she didn’t know, but either result was satisfying to her: Fluttershy let out a cry that was at once shrill and gentle, an orgasmic note that was music to Twilight’s ears, and she stood back up to look at her handiwork. Fluttershy barely hung on the sink, her chin resting on it, and panted heavily with her eyes closed from exhaustion, her wings unfolded around her. Her hindlegs had fallen under her, and she sat on her flank with her pussy twitching and the buttplug glittering as her ass did the same, her tail caked in cum, red marks barely visible on the skin under the fur of her cutie mark, her hoof still weakly rubbing her sex.

With such a lovely sight before her, Twilight couldn’t help herself but to move forward -Her legs surrounding Fluttershy’s collapsed, twitching body- and put a kiss on her forehead, then tasted her own cum off the mare’s lips, then another kiss on her lips. There was no going back now, and Twilight planted another kiss, another, another, each time Fluttershy answering more earnestly and each of them parting their lips further until they were in a full-blown kiss, tasting each other’s mouths. Part of Twilight regretted having come to this point through magic- it was the kind of thing they would’ve remembered fondly.

She had to consider dating Fluttershy, And consider undoing the memory effects of the spell. Who knew? Maybe she was into it. She was a box of surprises so far.

On an impulse, she lowered her body and pressed it harder against Fluttershy’s, wrapping the pegasus under her own body and she apparently wasn’t done because, when she did, Fluttershy moved her hips. Twilight understood what was going on and adjusted her own, pressing their crotches together.

Fluttershy might’ve obviously wanted more but had just come, and Twilight was as pent up as she’d ever be, so their tribbing had no care in the world for finesse; Twilight first tried to stay in the same position to continue the kiss, but quickly had to admit how awkward a position that was and moved to more properly scissor, feeling the buttplug rub her. They grunted, and sweated, their tails interlocking and briefly tangling, Twilight grabbing one of Fluttershy’s hindlegs to support herself and narrowly avoiding, time and time again, banging her head on the door frame.

Then they collapsed. Twilight said something she herself couldn’t understand as she came, and felt a profound satisfaction when, when her body relaxed from the orgasm, Fluttershy smiled contentedly.

After a moment of heavy breathing, Fluttershy stood back up on shaky legs, shook her whole body to straighten her fur a little, and brushed her mane then washed her teeth. Suit yourself, said Twilight, not feeling like standing up just yet. She barely felt like moving out of Fluttershy’s way when she walked out the bathroom, and a while later crawled her way back to the couch.

When she entered the room Fluttershy was indeed giving a hearty lick to the cum on the sofa, though it was now mostly absorbed by the fabric and the pegasus gave up -or was satisfied- after just the one lick.

One thing left to test, Twilight remembered, before there was only indulgence. She sat on the sofa and rested a minute longer, and Fluttershy left a cup of tea for her at some point when her eyes were closed. Moments later after noticing it Fluttershy came back to the living room, gave the tea a puzzled look then looked at the other cup on the tray in her mouth, and settled on drinking both cups herself with a shrug. Twilight helped herself to some food and channeled a spell to her horn that wrapped her whole body.

A dick. She wouldn’t be putting babies in anyone with it (Not that she wanted to; It was trouble for herself and anyone else) and she had no experience with such a thing, but that was the fun of it. It was no mystery how to get it out of the sheath; just remembering this morning did the job nicely. A nice rod, curved in a nearly dainty way and with the medial ring about a third though the way, with the balls (Heavy, even uncomfortable, but in a good way; she found she looked forward to feeling them against her thighs) lying on the sofa, it twitched as it grew erect before her, a formless pressure that wasn’t quite the same as female arousal growing in its base.

Wow, guys were hornier after all. She wasted no time on casting the Want it Need it again, this time the weak version she’d planned start with. Fluttershy looked at it with interest but didn’t pounce forward, and when Twilight felt a trickle of pre slide down, she made it fall on a cookie and put it back in the bowl. Fluttershy took it the moment she did.

Fluttershy continued her breakfast without her eyes parting from Twilight’s dick, blushing more strongly as time passed. Twilight, for her part, was pleased to watch and wait for now. Part of her wanted to make the spell stronger again, but the most of her enjoyed that eagerness and containing that want, and wanted to experience it fully this time. She rubbed her cock slowly to avoid getting anymore heated than Fluttershy was, and watched her eyes track her length as it moved.

After a while Fluttershy (Her face now completely red) left the room leaving the breakfast set where it was. Twilight waited, and a moment later Fluttershy passed through the room again, saw Twilight’s cock, and fell completely still, still blushing furiously. Her mouth opened just a little, spelling untold pleasures that sent shivers down Twilight’s back and up her cock, and Fluttershy watched it twitch with a sort of distracted joy and pride, as if guessing she’d made it do that.

Well, hadn’t she? Twilight lit her horn and gave her pussy a soft touch to reward her that made the mare yelp in surprise.

Fluttershy walked out of the room again without giving Twilight what she wanted, though. Soon after, she returned with a knife. Twilight’s heart skipped a beat, had she not tweaked the Want it Need it properly?

No such thing. Fluttershy cut several blocks of food while sipping on the tea distractedly, her eyes still tracking the cock before her. With the previous scare quickly turning into worry, Twilight dispelled her weak Want it Need it before Fluttershy hurt herself for being too careless with the knife, but her eyes still darted to the dick and away from the knife too often for comfort.

Now acutely aware not just of Fluttershy’s blush but also of her own, now much more aroused and her cock so much harder than before it was almost painful to push it down, Twilight hid it under a pillow, wondering if she’d just come before Fluttershy did anything. The pillow wrapping around her length didn’t do her any favors.

Now without any distractions, Fluttershy quickly finished her chores talking to herself about how much the animals would enjoy their treat, and walked out of the room again taking the breakfast set with her.

That was done then. Twilight followed her this time, her cock waving esses as she did, and watched Fluttershy through the doorway, her eyes falling on her tail with a will of their own. It flicked with arousal, giving Twilight a flash of her moist pussy.

Twilight could barely hold herself from pouncing on Fluttershy and mounting her then and there, but doubled down and walked calmly to, instead, press her snout on Fluttershy’s flank as long as she felt she could while maintaining self control- a couple seconds. Then she leaned on the counter, standing on her hindlegs so her cock was on full display for Fluttershy, who had already shot it glances and froze altogether when Twilight cast the Want it Need it. The pegasus’ tail flicked again, and her rump moved almost imperceptibly left and right, flashing Twilight the briefest angles of her crotch before turning away.

They stood like that for a second longer, but Fluttershy muttered something to herself and returned to rifling before walking off with just a bag, and Twilight gave her flank a smack for good measure before following her to a storage cubicle under the stairs.

Twilight teleported onto a crate in front of Fluttershy, sitting on it with her cock pointed squarely at the pegasus, who stopped moving altogether with her muzzle inches from it, close enough that Twilight felt her breath. Twilight’s forelegs trembling slightly, she gulped and she felt her heart hammer in her chest as Fluttershy just stood where she was.

Then, as sudden as she’d been all morning, Fluttershy planted a small kiss on Twilight’s cock that sent more pleasure across her body than mounting any number of mares could have ever. A trickle of pre shot out of her dick and hit Fluttershy on the cheek, making the pegasus giggle happily.

Yes, yes! Twilight felt the moment draw near and almost, almost buried her hooves on Fluttershy’s mane and rudely pulled her to her crotch, but no. That didn’t feel right to her.

But, before Fluttershy could do anything else, she remembered herself and peeked out of the room to check on the time. With an expletive that Twilight was sure she thought was much more severe than it was, Fluttershy ran out of the room, heading out to do her business. At first Twilight sat there blue balled, still trembling slightly from want, but another thought came to her.

Fluttershy was obviously heading out to parts unknown. Terribly aroused, maybe even leaving a trail, with her face red as a tomato and jizz on her cheek. What if someone—

And the embarrassment, too, the mare would die in shame. Twilight trotted out of the room after Fluttershy, picking up paper towels on the way with her magic and almost running face first on the door as it was closed, but a quick teleport saved her. She followed her friend, drying her tail with a spell hoping it didn’t make Fluttershy even more aroused, and moved on to clean her cheek but stopped moving the paper towel halfway through and, instead, cleaned her cheek with a kiss. It felt appropriate.

With this crisis averted, Twilight contented herself with following Fluttershy and hoping she went back to her cottage before her own mood passed, alert and ready to keep Fluttershy’s from embarrassing herself and losing face by any means necessary. Luckily they weren’t headed to Ponyville, only to Fluttershy’s animal reserve… where Mane Goodall waited impatiently. Twilight bit back a curse and puffed her cheeks angrily; Not only was it someone to watch out for, but if Fluttershy needed help her business might take that much longer, and ruined any chance of just getting kinky outside.

“Flutt… Are you okay?” The mare wasn’t red as a tomato anymore, but it would’ve been hard not to see her blush. “You’re…”

“Oh?” Fluttershy asked, then realized the state she was in and hid her face behind her mane. “O- mmh. It’s fine. Just one of those days, I guess…”

At least, Twilight thought, Goodall wasn’t exactly a gossipy mare. Small blessings. She and Fluttershy made small talk to clear the air as they walked, followed by a magically unnoticeable Twilight who couldn’t, for all of her worry and annoyance, help stealing looks at Fluttershy, and occasionally Goodall’s, rear- Fluttershy’s tail still waved from side to side in wider and smoother arcs than usual, constantly egging her to keep watching and quickly returning her to full mast… Tempting her to forget all manners and fuck her, no, both of them then and there. Eating out then mounting Fluttershy where she stood. Getting both mares to suck her cock. Mounting Goodall and making her eat out Fluttershy. Grinding her cock between their pussies.

But she kept her temper and followed them, casting spells to expedite their jobs as much as possible save for two things- she had no medical skills or eagerness to improvize such a delicate subject and, well…

When Fluttershy took half an hour to feed some animals the special treats she’d prepared that morning, Twilight couldn’t bring herself to just throw them at the animals. She could have, the memory hole spell still worked, but Fluttershy was enjoying herself too much.

And after a moment they were alone again, and Twilight sat on a nearby rock, only somewhat paying attention to her surroundings. She heard a sound and noticed Fluttershy had sat beside her to watch the animals eat, too focused on that to pay much attention to Twilight. She was fine with that; it was her job and her passion, but still lamented how brusquely a good thing had stopped.

Fluttershy’s tail wrapped around hers, bringing her to full attention suddenly; The mare, of course, still reacted to her without being aware of it. She just had never thought she’d be, well, so intimate. She now noticed she had also sat very close to her, their flanks touching and wings a hair breadth from it.

Twilight once again became acutely aware of not just Fluttershy’s blush but her own, felt her cheeks burn and wished again she hadn’t reached here through magic and cemented her decision that she would definitely date her.

Fluttershy had moved even closer while she processed all this, now just barely, so daintily leaning some weight on her. Barely a feather’s weight, and Twilight felt she held the weight of the world. And Fluttershy’s hoof was moving slowly.

Arousal bubbled up again, bringing her from a stubbornly remaining half mast into a twitching, growing erection. Could they, did they have enough time? She wanted to, and obviously so did Fluttershy, magic or no magic-

Goodall came trotting over a hill, almost making Twilight scream outraged, and yelled that she had to calm down some animal or another stat. Fluttershy nodded, said a barely intelligible apology, and half ran half flew away. Twilight could only sit there in stunned silence, annoyance and frustration beginning its transition into outright anger, and counted to ten with her eyes closed to calm herself down.

Wet around her cock. Twilight looked down, and saw Goodall on the ground in front of the rock tasting her tip. Easy mare, that such a weak spell would get her so quickly! Before she could do anything Goodall lifted Twilight’s foreleg to be able to get down and fully throat Twilight’s cock, and then the only comfortable place she could rest it was, of course, on the back of Goodall’s head. Goodall held the cock in for several seconds relishing the throat feel and caressing Twilight’s ring with her tongue, and when she tried to pull back her head to draw breath Twilight couldn’t help shoving her back down, wanting nothing more than to finally burst her load.

Twilight lifted her hips and pulled her cock back, holding Goodall’s head in place and feeling her squirm and breathe around it, and thrust forward again. Wouldn’t it be fair that the mare who interrupted her be the one who got her off? She pulled back again, and this time when she thrust Goodall’s tongue came forward and felt around her balls, savoring them.

She wasn’t too good at it, but what stopped Twilight from thrusting again wasn’t this: It was knowing anything less than Fluttershy would leave her feeling sore and unsatisfied. All this building up for a mare she barely knew? Twilight pulled back again careful not to hurt Goodall, and dispelled the Want it Need it spell.

It wasn’t long before they returned and Twilight, whose balls by now had transitioned from blue into somewhere in the ultraviolet spectrum, could only sit on the sofa and lean back, exhausted and letting her erection hang. Not only had Fluttershy’s tail swinging grown worse on the way back, more taunting, but Goodall was also waving her tail noticeably, obviously flustered after her taste of Twilight’s dick and eager to land herself in the first bar she saw- or get Twilight’s, if the glances were any indication. And Twilight could only follow, her eyes darting between both mares’ rears and her frustration growing helplessly.

Fluttershy closed the front door, looked through the keyhole to be sure Goodall wasn’t coming back, and leaned her side on the door, taking a deep breath before moving her hoof to her sex. A grunt came out from behind her gritted teeth, her hips moving unconsciously as if pushing a stallion that just wasn’t there deeper into her. Twilight, unable to help herself now, lit her horn and teleported Fluttershy without a warning.

She opened her eyes bewildered, looked back and forth between this place and where she’d just been, and then her eyes fell on the cock before her. She was slightly further than she’d been when Twilight sat on the crate now, her breath only barely brushing Twilight’s tip, but she closed the distance faster, laying a kiss then another on it. She held its base and massaged it slowly while laying kisses further up its length until she reached the head, where she suctioned the trickling pre and paused to savor it. Now her wing unfolded, and began softly rubbing the feathers on the cock head. Twilight could only grunt, gritting her teeth and trying to hold back her impending orgasm: Not yet, she knew Fluttershy was just getting started.

Fluttershy rubbed her for a moment longer, as if she were taunting her to cum before the good stuff started, before kissing it again. Only this time her lips didn’t part away from the dick, and instead slowly slid first over her head and then over her length before drawing back to her head again, her tongue drawing circles around it. Goodall, Twilight reflected, didn’t care much about her at all; They were acquaintances at best and it was the Want it Need it making her want Twilight’s load.

Fluttershy, on the other hoof, cared about Twilight and enjoyed pleasing her.

Twilight’s cock never left her mouth, and she moved forward again: This time, she reached Twilight’s medial ring, then two thirds of her cock. This time she held there, and her wing moved forward once again to, together with the hoof with which she wasn’t rubbing herself, rub Twilight’s base again. She moved her head forward, again, up until the cock head reached the entry to her throat, and slid her hoof and wing to hold and feel Twilight’s balls instead.

Seconds passed, Fluttershy rubbing herself and moaning around her cock, and then she audibly inhaled through her nostrils and thrust forward. The cock couldn’t pass into the throat. She moved her head back, and this time Twilight thrust forward to help her, reaching the tight warmth at last. Feeling shaky again, Twilight thrust several times with short, sharp motions while magically stimulating Fluttershy, feeling her own orgasm draw near. Want or not, she couldn’t hold back any longer.

The first load shot down Fluttershy’s throat, and then Twilight pulled back, popping back out of her throat, and her second load filled Fluttershy’s mouth, some of it shooting out her nostrils. Fluttershy pulled it out without letting anymore cum than necessary spill out of her lips, and wrapped both wings around the cock to rub it as fast as she could, getting a third load that hit her face, drenched her mane, and washed down her body. Fluttershy swallowed her cum with a loud gulp and a smile, placing a hoof on her throat as she did.

Twilight panted as Fluttershy jerked her off for a moment longer, holding her head in her mouth to get the last stray drips of cum, and now experienced what she’d known along but had never felt: Stallions didn’t last squat. As a mare she could go for hours and, in fact, had spent most of the morning going at it with Fluttershy. A single orgasm as a stallion made her feel tired.

Fluttershy let go of her cock and climbed up on the sofa, sliding her ass over Twilight’s cock and sitting on her lap, letting Twilight feel and realize something: The buttplug was still in.

Exhausted though she was, Twilight felt a second wind and grabbed Fluttershy, sliding her pussy over her cock and dragging in a mirror to have a better look of Fluttershy for the second time in the day, this time to see her rear. Fluttershy continued to rub herself, sliding up and down Twilight’s cock as she, now holding the buttplug in her magic, pulled its jeweled end in small circles. They panted together in rhythm, Fluttershy wrapping her wings around Twilight’s barrel, rubbing her sex over Twilight’s length with small squeaks, her back bending in an arc Twilight would’ve thought impossible when she came. She didn’t stop moving and Twilight herself lasted a little longer thanks to her refraction period, but finally spilled another load in her on Fluttershy’s rug.

She leaned back and said she was done for, but Fluttershy just kept rubbing, now pressing both forelegs on her chest to keep her balance, still letting out her squeaks, and when Twilight opened her eyes to add something else, Fluttershy stared directly into them.

“No.” Fluttershy said shakily, trembling from the sexual exertion.

Was this the Stare? Twilight found herself fascinated by the question as she was unable to resist the demand, the situation too interesting for her to realize what it meant at first. Her cock stopped softening as if afraid to disobey its new mistress, and Fluttershy grabbed it and angled it towards her pussy, laying more weight on the single hoof on Twilight’s chest as she sat on her dick. First she was content to press the head against her lips, slowly turning her hips around to tease Twilight who, whether or not she thought she could or if it was her frightened arousal or the Stare making her, was getting hard again.

When Fluttershy went in she went in; Her hindlegs buckled and all weight was laid on the hoof on her chest and on her cock, which slipped in easily into a pussy that had spent half a day getting constant lubrication and unfairly little attention so far. Fluttershy held still with Twilight’s cock fully sheathed, a smile of contentment filling her face and closing her eyes, interrupting the Stare, to enjoy the feeling of being filled so fully. Her eyes opened and she entranced Twilight again, and she began slowly, methodically rutting herself on her friend’s cock, steadily increasing her pace. After a few humps she guided Twilight’s hooves around her hips, and continued to fuck her first with that smile still on her lips, then lapping at the cum on her lips and chest and even sucking it out of her hair, moaning to herself in pleasure as she did.

Twilight was so drained that Fluttershy, still riding faster and faster, came twice before she did, a small, liquid trickle that was but a shadow of the mouthful she’d just given Fluttershy, but it was enough of a performance to satisfy the pegasus. She stopped humping and let herself fall, resting on top of Twilight and both of them panting,and after a while glanced back and saw the mirror Twilight had placed, and looked at it pleased with the view. Tenderly, she reached back and pulled the buttplug slowly, clearly wanting Twilight to appreciate every moment of it.

“Mount me.” She said, looking into Twilight’s eyes again.

“Wha-?”

Fluttershy unsheathed herself, hopped off the sofa, and moving such that Twilight would still see it in the mirror returned the buttplug to its owner, lifting Twilight’s balls and sliding it in, a hard thing inside her anus that still bore Fluttershy’s warmth.

Having done so, she lowered her head and raised her ass, covering her pussy with a hoof and looking at Twilight with half lidded eyes.

Twilight felt like a sack of twigs, but the Stare was absolute and willed her to will herself to stand from the sofa, summon a magic condom, and mount Fluttershy, her punished dick pressing against Fluttershy before the mare stretched it and let her in.

It’d be incorrect to sat Twilight had a third wind- any stamina in her had come and gone, but being inside the asshole she’d played so much through the day put an arousal in her she had thought was used up a moment ago. Feeling that last trickle of energy in Twilight, Fluttershy adjusted her anus, loosened it, pleasured the cock inside her as she flicked her clitoris. Twilight humped, half willed by the Stare and half making herself do so, promising herself this, just like her pussy, was something she’d experience with a full load sometime soon. Fluttershy’s mane (Smelling of cum and of herbal shampoos and the earthly smells of the animal refuge) surrounded her face, became her whole world as she pounded Fluttershy’s ass and Fluttershy invited her cock in and pleasured it and herself.

Fluttershy came again and clenched Twilight harder inside her as a reward, but it spelled disaster as sharp pain shot through Twilight’s whole body. She pulled out of the death trap as she bust another load, spilling its few drops on Fluttershy’s flanks and tail and making her friend have a last, small orgasm from the sensation.

Fluttershy trembled in her last, exhausted orgasm, and Twilight, despite having never experienced this pain, knew exactly what it was.

“Dick cramp!” She cried out, her eyes squinting out.

Fluttershy sank in the afterglow for a moment longer before parsing the words and looking back at Twilight, whose face showed nothing but utmost torture as she bent over, trying to draw short breaths.

“Oh my gosh.” She covered her mouth. “O- Oh no, let me-” And she ran out of the room, leaving a trail of cum behind her. When she came back, she gave the aspirins in her hoof a confused look as she had already forgotten what they were for.

Twilight took it out of her hoof in her magic, doubting they’d help at all but wanting any help she could get and moved by Fluttershy’s concern. That alone was worth the world, and made her feel better as she ate half the box of aspirins dry.

Author's Note

If you think Twilight is a kind of fucked up character in this you'd be about right. My interest was more in the character and certain trends on her writing (Fanon and canon) than on smut.

Might continue this. I certainly have material for it, but I'll see if I feel like finishing another chapter.