Everypony Wants A Slice Of Fluttershy's Cake

Chapters

The Match Is Struck
Intense Preperation
Risque Show
Hard Shopping
Stiff Competition
Utter Domination

The Match Is Struck

Twilight sipped her drink while reclining in her chair, the cold mix of orange juice and vodka burning her throat. The small tumbler shook gently in the mare’s magic, wistfully rolling back and forth as the unicorn contemplated things. The other people gathered around the table in the dark bakery were in a similarly quiet, introspective state, though for different reasons.

The table between them sported several cards in its center, while piles of chips were assembled before the various players seated. Twilight had none but was determined to do better, thus the book on ‘poker for dummies’ currently floating before her. The first out, Twilight waited her time while Rarity, Applejack, and Rainbow Dash continued to play the game.

Or at least they would if Rainbow Dash would decide on an action rather than chewing on her lip and flickering her cards. The two slivers of cardboard flipped back and forth repeatedly, much to the growing annoyance of everyone else present.

“Gosh darn it Rainbow Dash. We ain't even playin for money. Just call, fold or raise already,” Applejack complained, slamming a hoof against the table.

“Just give me a second, you walking lie detector,” Rainbow Dash shot back.

Applejack rolled her eyes. “I ain't even that good at sniffin y'all out. You lot just got really obvious tells.”

“I do not,” Rarity scoffed, the fashionista pausing to take a sip of her wine.

“You raise your eyebrows whenever you get somethin good,” Applejack retorted.

“I…” Rarity frowned. “Noted.”

“Ha. Good luck using your freaky honesty magic on me. Like a book written in greek, I’m unreadable!” Rainbow Dash declared, hoisting her beer and chugging half of it in one go.

“You sit up higher in your chair when you have good cards, and sit lower when you don't,” Applejack declared. “Also, that doesn't make sense. Anyone who knows greek can read greek.”

“What? I thought that was like the saying, ‘it's all greek to me’. Doesn't that mean no one can read it?” Rainbow Dash asked.

“You’re half right. It means that you personally don't understand it,” Twilight retorted.

“Exactly. Now play your cards ya overgrown cockatoo. I gotta get back to the party upstairs, their playin my song,” Applejack stated, pausing to take a swig of her whiskey.

“Really? Sounds like Tick Tock, not Old Town Road,” Rarity exclaimed.

The girls, save Applejack, all shared a snicker at the farm pony’s expense. The earth pony merely growled bitterly to herself, finishing her drink and stewing in silence.

“I’m all in,” Rainbow Dash declared.

“Yeah I’ll call that,” Applejack replied, pushing her pile of chips into the growing mound.

“If it means this game is over faster. I am in as well,” Rarity stated.

“Aha, two pair! Read ‘em and weep!” Rainbow Dash proclaimed.

“Four of a kind,” Applejack smugly one-upped.

“Wait, does that beat a straight flush?” Rarity asked, the mare flipping her cards over to reveal that was indeed what she had.

“I uh…” Applejack cursed. “It does.”

“Huzzah. Finally, this is over and we can get back to the party,” Rarity declared.

“Wait. You gotta give me my punishment for losing!” Rainbow Dash proclaimed.

Rarity sighed. “Just, drink the rest of your drink or something.”

“Can do!” Rainbow Dash exclaimed.

“Pfft, lame,” Applejack added, the mare sipping the last of her own drink.

“Great, now let us return to the party upstairs. I am tired of playing poker in the Cake’s kitchen,” Rarity complained, rising from the baking island they had been using as a card table.

“Oh come on. I think I got it now! One more game?” Twilight pleaded.

“And raise the stakes this time!” Rainbow Dash yelled.

“Yer drunk enough already, ya lazy galoot,” Applejack muttered.

The door leading to the second floor suddenly flew open, revealing a familiar pink pony with a lampshade on her head. Music billowed out from the distant get-together, only to be abruptly cut off when the door slammed shut a moment later.

“Woo, what a nutty party, emphasis on the nut part!” Pinkie Pie exclaimed, stumbling towards the table and hooking a leg around Twilight's shoulder. “What about you guys? Did it get crazy down here too?”

“Pfft, hardly,” Rarity murmured bitterly.

“Unless you count Twilight losin a bunch as crazy. We’ve just been playin some cards,” Applejack added, riffling shuffling the aforementioned cards.

“Oh neato!” Pinkie Pie proclaimed. “What did the loser have to do? I bet it wasn't as crazy as what Fluttershy did!”

“Rainbow Dash drank a beer,” Twilight pointed out.

“Wait, what did Fluttershy do?” Rainbow Dash asked, leaning across the table.

“You're not going to believe it but she did seven minutes in heaven with Big Mac, and get this. She let him fuck her right in the butt!” Pinkie Pie shouted, throwing her hooves in the air in emphasis.

“Yeah that tracks,” Rainbow Dash muttered.

“Wait. Fluttershy? She did that, here? At this party, with him?” Applejack rattled off questions.

“Yupper doodles! She even got an out, and didn't have to but by then she was getting all turned on so she did it anyway,” Pinkie Pie continued.

“Wait. That tracks? Is this a common thing for our wide-hipped, and large flanked friend?” Rarity inquired.

“Yuuup,” Rainbow Dash muttered, peering up into the empty beer bottle hovering over her head. “She just loves butt stuff. Rimming, strap ons, public. It doesn't matter, so long as someone’s got something up her booty hole, she's in.”

“Woah. I didn't know she was so… easy,” Rarity murmured.

Rainbow Dash tossed her empty bottle across the room and into a recycling bin with a loud clang. “Nah. It ain't like that. If you’re a close friend and she trusts you, then she’ll do that. It's not like she’d let just anyone up in that junk-filled trunk of hers.”

“Really… you don't say,” Applejack murmured.

The farm pony, the fashionista, and the librarian all looked at one another as if attempting to read the other’s mind. Then, as one they stood up, pushing their way out of their chairs, and rising in unison.

“I think I’m going to go back to the party. As Fluttershy’s good friend, I should check to see if she is okay with what happened,” Twilight offered.

“And I will make sure she is still presentable for the party,” Rarity added.

“I guess I’ll check on Fluttershy and make sure Big Mac wasn't bein pushy,” Applejack hastily muttered.

“Don't bother. She was really clear with her consent. Plus she only had like, three drinks, and the last two were water,” Pinkie Pie declared. “Oh, and she went home. Flew straight out the window she was so embarrassed.”

“What? Already?” Twilight blurted.

“Yupper doodle! Said she had all the fun she could handle and that she needed to rest,” Pinkie Pie answered, blowing an irritated raspberry. “I respect her decision but it's still such a bummer. I had like, a dozen peeps volunteer to start riding a train on those perfect, supple yellow flanks of hers.”

“I don't think Fluttershy would be into that,” Rainbow Dash remarked.

“Oh I know, but did you know that trains can switch tracks?” Pinkie Pie whispered, peeking under her lamp shade in order to shoot Rainbow Dash a wink.

The pegasus chuckled. “Oh ho ho. Someone’s a bit turned on.”

“How could I not be? Fluttershy makes the sexiest noises imaginable while someone is balls deep in her pooter,” Pinkie Pie shouted.

“Wait, that was her? I thought you were watching porn again,” Rarity exclaimed.

Pinkie Pie rolled her eyes. “That was only one time.”

“Pinkie Pie, you turned Thorn Berry’s eighteenth birthday into an orgy because you accidentally left girls gone wild in the VCR,” Applejack pointed out.

“It's not my fault! There were just so many sexy ponies around and I wanted to dampen the mood with a nature documentary, only I forgot I was getting jiggy with it that morning,” Pinkie Pie muttered bitterly, hooves crossed over her chest.

“As much as I want to take a trip down memory lane. I best be hittin the ol dusty trail,” Applejack proclaimed.

“Err yeah me too. Got a big lesson plan in the works for tomorrow. Fluttershy will be there and I have to make sure everything is perfect,” Twilight added.

Rarity cursed bitterly under her breath. “Darnit. I forgot about that. I’ll have to change my strategy, and see about getting some alone time with our friend and that prodigious posterior of hers.”

“Yeah, that's great and all but I gotta go. See ya,” Applejack declared before sprinting out of the room.

Twilight and Rarity joined her a moment later, their pace far slower than their friend’s. Both unicorns were deep in thought, minds whirling with plans, and considerations. Leaving Rainbow Dash and Pinkie Pie to sit in the kitchen, alone with a pack of playing cards sitting between them.

“I’m surprised you didn't run out the door too,” Pinkie Pie offered. “It seems like everyone wants to get into Fluttershy’s huge tush.”

Rainbow Dash chuckled. “That's because I don't have to make an effort. Me and Fluttershy, we got a thing.”

“A thing?” Pinkie Pie inquired.

“All you need to know is that I know her buttons,” Rainbow Dash paused, giggling to herself. “Heh. Buttons, emphasis on the butt.”

“Really?” Pinkie Pie pushed the lamp shade further up her head. “What kind of buttons are we talking about here?”

Rainbow Dash smirked and extended an empty hoof. “Grab me a beer and I just might enlighten-”

She was interrupted by the pink pony vanishing in a flash and returning a heartbeat later with a beer. Which was deftly placed atop Rainbow Dash’s waiting limb, the cap already missing and foam spilling from the top.

“you,” Rainbow Dash muttered.

“So… What kind of buttons are we talking about? Public, domination, BDSM? Or maybe something really kinky like hoof holding? Cus I’m down to eat some cake if you catch my drift, but a girl’s got her limits ya know,” Pinkie Pie pressed.

“Hah, no. Well, sorta,” Rainbow Dash cleared her throat. “Look, all you need to know is that Fluttershy-”

Author's Note

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Intense Preperation

“Hello! Is anyone here?” Fluttershy called, the mare awkwardly pushing her way into the empty library, the door squeaking loudly on its rusted hinges. “I got your message to come early, is there a problem with the lesson plan?”

When no one answered her, the pegasus stepped inside and pushed the door closed behind her. She then looked around, trying to locate any sign of either denizen who called the tree home. Everything was immaculately well kept as per usual, and she couldn't hear anything out of the ordinary. There was only the faint whistle of the wind and the odd conversation carried upon the breeze.

“Odd,” Fluttershy muttered to herself.

Peeking into the kitchen she found that it was empty, with the only thing out of the ordinary being a couple of dishes in the sink. She moved onto the stairs but heard the thump of something heavy falling followed by a muttered curse. The sound seemed to have come from the basement, so after a bit of courage gathering, Fluttershy made her way in that direction.

“Hello? Twilight? Are you down there?” asked the pony in a nervous, halting tone.

“Oh uh yeah! I’m just downstairs!” called the familiar voice of Twilight.

With her heart now beating its normal pace, Fluttershy pulled the basement door open and looked down. To where she found Twilight had constructed a miniature classroom, though there was only a single desk near its center. The unicorn herself was studying the board closely and had combed her hair into a slightly more professional style.

Noticing that everything seemed normal, Fluttershy made her way down into the basement. She tried to ignore the faint jiggling of her own butt cheeks, but it was difficult given their sheer size. Even clenching slightly didn't stop them from clapping together on occasion, bringing a blush to the pegasus’ face.

Twilight didn't seem to notice this however and continued studying the board until Fluttershy reached the bottom. Then the unicorn turned, a smile on her slightly blushing face.

“There you are Fluttershy. Sorry for noone meeting you at the door but I sent Spike on some last-minute errands and got caught up with a spell,” Twilight explained, gesturing to the formula-covered blackboard nearby.

“Oh, that's no trouble Twilight. What kind of spell were you working on?” Fluttershy inquired.

“Uh, it's nothing,” Twilight dismissed. “Just a little alteration spell. The only reason it's so difficult is its semi-permanent nature, which complicates the casting slightly.”

“That's good. I think,” Fluttershy murmured absently.

“Yes, well. Anyway,” Twilight cleared her throat. “I was hoping you would be able to help me with something.”

“Did you want to go over the lesson plan again?” Fluttershy inquired. “I know you’re nervous about teaching but we’ve gone over it a few times and I’m sure you are going to do a good job.”

Twilight coughed into a hoof, a blush crossing her face. “No, it's not that, well not exactly. Look, I just wanted to ask you a few questions is all.”

“Oh um. Okay, go ahead,” Fluttershy encouraged.

“Well you’ve been doing lessons on animals for the school for a few years now, right?” Twilight pressed.

Fluttershy nodded. “Yes, for almost five to be exact. I love being able to show all the fillies and colts that you don't have to fear the forest if you are considerate. They used to be so terrified of the Everfree but now I think they have the opposite problem now.”

“Ahh yes, little Emerald Jewel and her quest to make a manticore her pet. I heard about that,” Twilight murmured.

“Oh, it was dreadful. I’m glad she ended up running into old Sting Spike though,” Fluttershy continued. “He's as territorial as they come, but views ponies like cute little pets.”

“That would make a good research project but that's not where I was going with that question,” Twilight stepped forward. “I was hoping you would help me learn how to deal with foals.”

“Well just be patient, and kind but not too patient. Otherwise, they’ll distract you a whole bunch in order to avoid the lesson,” Fluttershy blushed, and pawed at the floor. “Which might have happened, a few times.”

“I don't want that to happen to me, but I also worry about what may happen if I get a bad kid in my class,” Twilight professed in a low, guilty tone.

“Oh, Twilight. There is no such thing as a bad kid, only bad days,” Fluttershy paused. “Though I suppose there are some exceptions to the rule.”

“It's those exceptions I’ve been worrying about,” Twilight professed, stepping closer and looking Fluttershy in the eye. “Which is why I want to ask for your help.”

Fluttershy smiled sheepishly, taken aback by the sudden closeness. “Of course Twilight, whatever you need. I’d be happy to help,” Fluttershy replied after a short pause.

“Perfect!” Twilight proclaimed. “I wanted to really get in the mindset of the student-teacher environment so I grabbed you a uniform that I had lying around the library.”

Fluttershy looked over to the desk, which briefly lit up with Twilight's aura before the top lifted. Revealing what looked like a uniform made for a male attending a rather expensive private school. There was a white undershirt, a blue sweater, complete with tie, and a pair of gray slacks that looked two sizes too small for Fluttershy.

“B-but that's a colt’s uniform,” Fluttershy murmured in shock.

“Oh yeah. You don't mind though, right? I mean, it's just for pretend,” Twilight pressed, waving the ensemble in front of Fluttershy’s face.

The pegasus blushed harder than before, her back legs clamping tightly together in response to the sudden flood of arousal. The mere thought of wearing something like that made erotic ideas flit through the pegasus’ mind. She wasn't sure how Twilight had figured out her secret kink, but Fluttershy was determined to not let it slip that she was turned on.

“O-okay,” Fluttershy stuttered. “I mean, it's just some clothes, right?”

“Of course. It's just some clothes that will help us get into the mindset, and really help us create a believable scenario,” Twilight pressed, squeezing Fluttershy around the shoulders.

“R-right. Just a second,” Fluttershy muttered.

Twilight took a step back and extended her hoof. “Of course. Take all the time you need Fluttershy.”

The pegasus clenched her jaw and nodded, taking the levitating set of clothes from Twilight's magic. Fluttershy immediately found that they were as comfortable as they looked, causing her blush to grow larger still. Determined not to let Twilight discover how aroused she was becoming, Fluttershy took a few steps away.

She then laid the clothing on the desk, and grabbed the pants first, stepping into the brown slacks. With a twist and a pull, she managed to mostly squeeze into the trousers, though not all the way. Stuck at around the midpoint of her flanks, the wide-hipped pegasus found her efforts stymied no matter how hard she tried.

“Need a hoof?” Twilight offered.

“N-n-no,” Fluttershy grunted, pulling several more times before giving up. “Okay, maybe a little bit.”

“It's okay Fluttershy. There's nothing to feel embarrassed about. You just have a naturally curvy, and quite attractive figure,” Twilight remarked.

Fluttershy was still reeling from the compliment when Twilight stepped forward, placed her shoulder against Fluttershy’s chest, and reached behind her. The unicorn’s hooves gripped the top of the trousers, and with a heave, she pulled them over Fluttershy’s momentous butt. The effort was considerable, but somehow the cloth managed to stay in one shape without even ripping in the process.

For a moment, Fluttershy simply stood there, confused and shocked by the fact that the pants fit. Not well, they hugged her generous curves a bit too tightly and squeezed her ass like a cheap date. Yet the fabric stayed in one piece and even allowed her enough range of motion to move around.

“Is it good?” Twilight asked, her muzzle mere inches from Fluttershy’s own. “Does it need another tug?”

“N-no,” Fluttershy murmured. “It's good.”

“Ahh good. For a second there I didn't think those pants could contain your beauty,” Twilight remarked.

Fluttershy blushed even harder, her face almost beat red at that point.

Twilight didn't seem to notice this and had taken a few steps away, prompting Fluttershy to continue. Pulling the undershirt over her head, the pegasus tugged it into place, securing it into the hem of her pants. It was tight, but with that done, she put on the final article of clothing before securing the tie around her neck.

“You sure did that quickly,” Twilight remarked.

Fluttershy nodded mutely. “Rarity made me wear a bunch of very different clothes when I was modeling for her. That's all.”

“Well, like everything you wear. You pull it off expertly,” Twilight exclaimed.

“T-thanks,” Fluttershy murmured nervously.

“Right, so,” Twilight began, walking over to the blackboard. “I was going to launch into a lecture on magic, and I want you to pretend to be the bad student who disrupts the class.”

“I can do that,” Fluttershy exclaimed.

“Great. Just do your best, and feel free to interrupt me at any time,” Twilight offered, gesturing to the desk.

Taking the hint, Fluttershy seated herself in the available chair with some slight difficulty. Her prodigious posterior only barely fit into the seat, requiring a bit of force to sit properly. With that done, Fluttershy did her best to ignore the strange pleasure of getting her butt squeezed, and looked up at Twilight.

“Okay. So we're going to start with a quick rundown on the various equations necessary to cast a proper physical alteration spell,” Twilight began.

Fluttershy watched as the unicorn turned the board over to reveal that someone had drawn a realistic dick on the other side. Colored purple, it even sported several immaculately recreated veins, and a flaring head nearly as thick as Fluttershy’s hoof. The image was so life-like that Fluttershy could have sworn it was a picture, rather than a simple chalk drawing.

The sight immediately set Flutteshy’s thoughts swerving off course, and quickly landing in the gutter. Images of the previous night’s events flashed through the young pegasus’s mind, making her grow strangely warm. She squeezed her legs together, and tried to will away the growing arousal, but it was a struggle to do so.

Being complimented always sent her heart a flutter, but receiving such kind words while wearing a stallion’s clothes amped that up considerably. Add that on top of having her butt trapped within the tight confines of both the chair and her pants and it was a recipe for disaster. Already Fluttershy could feel her love canal begin to grow moist, her feminine juices starting to soak the fabric.

“Fluttershy, you're supposed to distract me and pretend to be a bad student,” Twilight remarked.

“Oh um… this is boring,” Fluttershy murmured guiltily.

“That it may be, but it's very important to know all the boring math before you cast an alteration spell,” Twilight continued. “If you don't take these things into account then you may end up harming yourself or others.”

“O-okay,” Fluttershy whispered mostly to herself.

“Perhaps this is all a bit too dry,” Twilight remarked. “Maybe a demonstration will perk your interests.”

Fluttershy was about to reply with something she hoped was bad enough, but was halted before she could do so. The heavy thump of a hoof hitting her desk stopped her train of thought and drew her eye to Twilight's crotch. Her teets were tiny, barely more than nubs, unlike Fluttershy’s own which were squished against her own crotch.

With Twilight's left back leg up on the table, Fluttershy could see the unicorn’s entire undercarriage with ease. This was only made easier by the faint lavender glow that appeared on Twilight's crotch. The light grew brighter by the second until Fluttershy was forced to look away from the other pony entirely.

While her eyes were clearing of spots, Fluttershy smelled something strange, and familiar. It reminded the pegasus of the sweaty, intimate moment she had shared the night earlier with Big Macintosh. The claustrophobic confines of the closet hadn't exactly been romantic, but they stuck firmly in Fluttershy’s mind.

With her head awhirl with thoughts of the farm pony’s cock, Fluttershy opened her eyes to find she was staring at another one. Only this dick was a light purple color and mottled with white spots visible across its hefty length. Comparable to Big Macintosh’s in both length and girth, the futa cock dangled mere inches from Fluttershy’s muzzle.

Its close proximity teased the already aroused mare, though Fluttershy did her best to ignore its presence. It was just a demonstration she told herself, this was all in order to help Twilight become a better teacher. Those thoughts didn't help very much, but they did at least cause the burning sensation in Fluttershy’s loins to ease up slightly.

“I see I have your attention now,” Twilight remarked.

“Oh yeah,” Fluttershy murmured. “I guess so.”

“Good,” Twilight proclaimed, dropping back onto the ground. “Because if you were going to be disruptive again I was going to have to start punishing you.”

“Oh no, that would be just…” Fluttershy shivered. “Terrible.”

“Quite so. You wouldn't want to end up with such disciplinary action on your permanent record would you?” Twilight taunted. “Everyone would know how much of a naughty, naughty mare you are.”

“Y-yes,” Fluttershy stuttered, face beet red and only growing redder.

“Exactly. So let's listen closely while I explain what I just did,” Twilight continued.

While the unicorn launched into another long-winded lecture, Fluttershy looked a bit lower than the board. There, dangling beneath the unicorn’s undercarriage was the thick, completely hard cock Fluttershy had become intimate with a moment earlier. It remained at full mast even while its owner began to ramble about arcane theory and math that Fluttershy had little hope of grasping.

Just looking at the twitching, turgid length turned Fluttershy on, and she imagined it plunging into her ass. Her first instinct was to want it in her other hole, but that was quickly dismissed. Though pleasurable, getting her ass pounded by that thick, meat pole was infinitely better in the pegasus’ mind.

She imagined herself bent over the desk, her pants around her ankles while Twilight pounded her ass. The unicorn’s magically conjured balls slapped against Fluttershy’s pussy while her friend’s hooves grabbed her flanks. The thought caused another wave of natural lubricant to gush forth from Fluttershy’s pussy, further staining her pants.

“Are you even listening?” Twilight asked.

“Uh…” Fluttershy hesitated before shaking her head.

“I thought not,” Twilight muttered. “Well bend over.”

“W-what?” Fluttershy gasped.

“It's time for your punishment,” Twilight stated simply.

Fluttershy reluctantly stood up, and bent over the desk, unconsciously sticking her butt out. Twilight then rounded the other side, and with a swift movement, slapped the other mare’s ass. A second, then a third strike followed shortly after, each one making Fluttershy’s pussy spasm needfully. It was over after the fourth, the entire experience leaving Fluttershy dazed, and yearning for more.

“I hope you learned your lesson,” Twilight stated.

“I’m afraid I haven't,” Fluttershy exclaimed, sitting back down.

Twilight turned around, a shocked expression on her bookish features. “Really now? You didn't learn anything from that?”

“Not a thing,” Fluttershy stated.

“Well then. I guess we’ll have to use more… extreme measures to make sure you concentrate on the lesson,” Twilight exclaimed.

Fluttershy watched as Twilight rounded the desk, and gripped Fluttershy by the flanks. “Now’s your last chance. If you don't apologize and promise to pay attention in class I will be forced to use a slightly unorthodox method to make sure you learn your lesson.”

“Never,” Fluttershy whispered huskily. “I’m a bad student and I need help from my big, strong teacher.”

“Then so be it. But remember, student. You asked for this,” Twilight exclaimed.

Fluttershy was about to ask what exactly Twilight had in mind, only for that question to be answered for her a second later. Twilight's powerful magical aura gripped Fluttershy’s pants and pulled hard in either direction, tearing them down the middle. A simple tug pulled the fabric apart enough to reveal a good chunk of Fluttershy’s damp backside.

The thick ridges of ass flesh created a deep valley in the middle, drawing the eye downward. To where Fluttershy’s pert asshole waited, the orifice tightening upon a breeze of cold air brushing across it. The ensuing shiver that ran up the pegasus’s back was partially due to the cool wind, but mostly due to her own burning desire.

“Now then, focus on the board in front of you, please,” Twilight stated.

Despite everything, Fluttershy looked up, gazing at the blackboard while Twilight shifted behind her.

“Now whatever you do, don't look away from the board,” Twilight continued.

“Yes teacher,” Fluttershy replied.

Twilight began to launch back into her lecture, but Fluttershy didn't pay attention to that. Instead, she focused on the way Twilight's hooves gripped her wide, foal-bearing hips. The tight hold combined with the way Twilight was moving her own hips were all the clues Fluttershy needed to figure out what was going to happen.

And she loved it.

Knowing what was about to happen only turned the pegasus on even more than before. Her arousal built even higher when Twilight dropped her cock between Fluttershy’s enormous ass cheeks. The thick appendage pulsed hungrily in the deep anal valley, burning with an intense, and only barely restrained need.

A need that would soon be fulfilled by having that massive thing plunged as deep as possible into her ass. Before that could happen, however, Twilight pulled her hips back and slid her cock between Fluttershy’s cheeks. Where it vanished, swallowed up by the pegasus’ seemingly endless pillowy backside.

There was a bump a second later, Twilight's cock head brushing against Fluttershy’s asshole. Yet it didn't remain there, and instead shifted lower, descending towards the mare’s pussy. A brief moment of confusion flashed through the fake student’s mind before being washed away by pleasure.

The thick futa cock plunged deep into her marehood, filling and stretching her in a single erotic moment. Then it pulled back, and now slick with Fluttershy’s juices, aligned with the pegasus’ pert asshole. The movement sent electricity coursing up Fluttershy’s spine and, a long, deep moan to spill from her lips.

She shuddered, a moment of ecstatic longing, burning hot in her heart. A sensation that Twilight shared with her, and one which she soon satisfied with a firm thrust of her hips. Her cock, slick with the other mare’s juices, managed to wedge itself into the pegasus’ asshole, prying open the tight orifice.

Both ponies shuddered in pleasure, Twilight's long monologue briefly interrupted by the sound of her pleasure. It didn't take long for the unicorn to gather herself and continue on, pushing herself forward a second time. This thrust was enough to fit the entire head of her cock into Fluttershy’s asshole, the thick appendage popping audibly into the other mare’s needy hole.

Immediately Twilight was assaulted by the incredible sensation of having her new cock squeezed from all sides. Fluttershy’s hooves gripped the desk tightly, her back arching unconsciously to allow her lover better leverage. Which Twilight soon used, the mare slowly, but surely jamming her cock deeper into Fluttershy with long, powerful thrusts.

Each one lasted several seconds and was punctuated by a small twist of her hips, stretching Fluttershy even more. The sensation was incredible and left the pegasus wanting more, though she was unable to fulfill that desire. Contained by the role she had chosen to play, and the tiny plastic chair, Fluttershy could do nothing but take it.

As Twilight droned on and on, she continued her lecture while thrusting into Fluttershy repeatedly. Though not in the least bit romantic, it was weirdly attractive to the young pegasus mare. It was like she really was a student in a classroom, one that was receiving the most erotic punishment imaginable.

Fluttershy could almost imagine the other students surrounding her, casting furtive glances out of the corner of their eyes. Some would view her with disgust, others envy, and a few with complete disregard. Either way, they would all see her there, with a thick futa cock jammed up her ass, getting plowed in front of everyone.

Fluttershy bit her lip and squeezed her eyes shut tightly as an orgasm suddenly shook her entire body. True to her role, Twilight didn't slow down or even acknowledge what was happening to the other pony. She just kept on thrusting, kept on stuffing more of her cock into her friend, until at last, their hips met with a wet squelch.

The feeling of fullness was incredible, the mind-blowing sensation ratcheting up her pleasure to eleven. Fluttershy wanted more, she wanted to be stuffed and fucked like the butt slut she knew herself to be. And Twilight did just that, the unicorn maintaining her lecture even while she began to pound Fluttershy’s ass.

Over and over she drilled forward, yanking her cock a few inches back before shoving herself back inside. Her movements were inelegant, and not expertly done, the unicorn clearly unused to having a dick. It didn't matter though, the entire situation was just so arousing, so captivating that it more than made up for the slight awkwardness.

Already Fluttershy could feel herself growing close to a second orgasm, one that may even eclipse the first. Twilight wasn't too far away either, the mare’s thrusts growing with speed and losing what little sense of order they previously had. Sloppy, fast, and hard, her wonky rhythm was still incredibly pleasurable but had thrown off her lecture.

“F-fuck,” Twilight muttered. “It's coming. I can feel it building.”

“Me too, I’m close,” Fluttershy whispered.

“Are you ready for your final punishment, you naughty, naughty mare?” Twilight asked in her best authoritative tone.

“Y-yes! Give it to me!” Fluttershy cried.

“Let's see how enthusiastic you are with a belly full of my cum!” Twilight declared.

The unicorn’s hooves gripped Fluttershy’s hips even tighter, digging into her soft, supple ass cheeks. Forced forward by the sudden pounding crescendo of Twilight's thrusts, Fluttershy grabbed hold of the desk and held on for dear life. She did this just as all sense of rhythm or even a thin veneer of planning vanished, replaced by raw, naked lust.

Twilight grunted as she all but threw herself forward, jamming every last inch of dick into Fluttershy with every thrust. The pegasus could barely keep herself from cumming but she held on, resisting the siren song of ecstasy. Until at long last she as well as her partner, could no longer resist the call, orgasming in near-perfect unity.

One last thrust pushed the entirety of Twilight's cock into the tight confines of Fluttershy’s vice-like ass. The first surge of jizz into her body sent Fluttershy over the edge, her pussy quivering and erupting with a wave of girl cum. Her pants only became wetter as time passed and she continued to spasm in ecstasy.

Which reached even greater heights when Twilight leaned down and bit her neck, forcing Fluttershy’s face into the desk. The rough, yet not painful treatment left Fluttershy feeling used in all the ways she less than secretly enjoyed. For a moment Fluttershy thought she saw stars and worried she may be about to pass out, but then it passed.

Her orgasm continued, as did Twilight's but it was beginning to taper off after what felt like a short eternity. It was then, and only then that Fluttershy noticed just how full she had gotten, her stomach swelling ever so slightly. It wasn't an inequine amount, but it was enough to leave Fluttershy feeling like she had just had a rather large meal.

And she loved it, a hoof caressing her belly while a ragged moan spilled from her throat. A feeling she shared with Twilight, who had collapsed atop the other mare, the unicorn’s body going limp. For nearly a minute they remained there before at last Twilight was able to lift herself up once more.

“That was… amazing,” Twilight muttered.

“That was quite possibly the best sex I’ve ever had in my entire life,” Fluttershy admitted.

“S-same,” Twilight awkwardly agreed.

“But um, maybe you should pull out of me. The kids should be coming for their lesson soon and I don't want them to find me like this,” Fluttershy whispered.

“Oh uh, right,” Twilight murmured.

Twilight stood back up and began to slowly pull herself from Fluttershy’s cloying depths. A bit reluctant to pull out at all, Twilight took her time, that was until she heard the door to the library open. The loud squeaky hinges heralding the arrival of nearly a dozen foals who excitedly sprinted inside.

With a confused squawk of surprise, Twilight awkwardly fell backward, her magical cock emerging from Fluttershy’s hole. Without any footing or anything to hold onto, Twilight tumbled gracelessly, landing on her back. There she lay, dazed and confused while a jet of her cum shot from Fluttershy’s hole.

The shot of jizz spurted out across the floor, the flow quickly slowing to little more than a trickle. Which only further stained the already thoroughly ruined pair of pants Fluttershy still wore. Now shuddering, and laying half draped over the desk, Fluttershy squeaked as another eruption of cum shot from her slightly gaping hole.

Twilight reacted first, dismissing her cock with a brief flash of magic before hopping up.

“I’ll go distract them. You get presentable and clean this place up. The bathroom’s over there,” Twilight ordered.

Fluttershy blearily followed Twilight's hoof to the corner of the room where a door rested. She could barely nod her head before the unicorn was already on the move, sprinting up the stairs. As Twilight moved, she cast a quick cleaning spell on herself, removing the majority of the evidence of their love making.

“W-wait,” Fluttershy called.

Twilight paused mid-stride. “What is it? Did I get some on me?”

“No. I just erm… wanted a kiss,” Fluttershy murmured.

Twilight smiled, and with a flash, appeared before the pegasus. She then planted a brief, but passionate peck on Fluttershy’s lips before disappearing once more. Now atop the stairs, Twilight flashed her friend a smile before continuing to sprint up the steps two at a time.

Left alone, and utterly spent, Fluttershy wanted to panic, but couldn't help but smile. Despite everything, she had enjoyed every last second of their passionate encounter. Only a small, nagging thought stopped her from grinning like a mad pony.

First Big Macintosh, now Twilight. I wonder if anyone else is interested in me like that?

Author's Note

Risque Show

Fluttershy paused outside the door to Rarity’s boutique, her hoof still clutching the note she had received earlier that day. She had just come home after helping Twilight teach her class of eager young unicorn students and was starting to relax. Then a courier had dropped off a letter that Fluttershy was oddly confused by, prompting her to read it yet again.

Dear Fluttershy.

I’m sorry to ask this of you darling, but my model has unexpectedly quit and right before a very important show. I know you are out of the game as it were, but would you please help me one final time? Consider it a personal favor to me, and one that I would be more than willing to pay back in whatever manner you would like. If interested, please stop by my shop just after dusk tomorrow.

Thank you in advance,
Rarity

P.S please use the back door, and come right down to the basement.

With memories of her recent sexual encounters still fresh in her memory, it was hard for Fluttershy to not imagine something naughty. Fluttershy’s mind immediately conjured images of the dominant fashionista ordering her around and controlling her utterly. It was a strangely erotic, and a rather arousing experience, one that Fluttershy was swift to try and dismiss.

With a shake of her head, she attempted just that, yet the thoughts remained, pestering her continually. She didn't want to expect a naughty encounter, but Fluttershy also couldn't deny that she kind of wanted that to happen. Her recent run-ins had ignited a spark in the mare, one that she couldn't deny, nor could she snuff.

The pegasus slapped her cheeks. “Get it together Fluttershy. Rarity just needs a model. She definitely doesn't want you like that. Not everyone likes you, at least like that anyway.”

Though her words were technically true, Fluttershy had no idea how wrong the spirit of her statement truly was. Ignorant of just how many of Ponyville’s residents lusted after her enormous posterior, Fluttershy continued on. Walking around to the back of Rarity’s boutique before turning the knob and stepping inside.

The workspace was dark save for a line of brightly burning braziers that pointed the way to the basement steps. This path was littered with dark purple petals, as well as a simple note that pointed downward. It also had the words, entrance below, written in Rarity’s unique flowery cursive.

With a bit more confidence that she was going in the correct direction, Fluttershy continued deeper. Placing one hoof in front of the other, Fluttershy eventually emerged out into the spacious basement. Where she saw a familiar, and nervous unicorn waiting for her, the mare chewing her hoof only to perk up upon seeing Fluttershy. Though familiar, Rarity wasn't exactly how Fluttershy usually remembered her, as for one she was wearing a rather intriguing outfit.

Sporting a thick black leather corset complete with a half dozen belts, an integrated choker, and more than a few straps, it was an intimidating ensemble. Despite how bold of a statement it was, Fluttershy couldn't look away no matter how embarrassed she felt. The other mare’s clothing looked like it was made from dozens of straps all overlapping, making it look almost like armor.

It certainly wasn't Rarity’s normal affair, but somehow it worked, especially when paired with her darker makeup. Instead of the subtle eye shadow, and light use of lipstick meant to bring out her already natural beauty, this was different. Now Rarity had bold purple eyes and matching lips, making the mare’s features stick out in a daring way that made Fluttershy’s heart skip a beat.

“Oh good, you came!” Rarity exclaimed. “I was worried you had not received my letter.”

“No, I got it last night. I was just a little hesitant is all. I’ve never heard of a fashion show being held so late,” Fluttershy murmured, glancing around the room. “Nor have I ever seen your basement before.”

Fluttershy noticed that it was set up almost like the entrance to a movie theater of some kind. To the left, there were two large crimson double doors, while in front of her was a smaller black one. Behind her, there was a large red satin sofa that fit snugly between the stairs, and the wall.

Above the double doors, there was even a plaque with the words ‘The Sanctum of Sin’, written upon it. Dominated by the colors of blood and darkness, it made Fluttershy imagine that she was about to enter a vampire’s lair. A thought which aroused and captivated her in a way that she couldn't quite put into words.

“Well you see it's for my side business,” Rarity remarked. “You know the one where I make more… risque outfits.”

“Oh um, yes,” Fluttershy murmured. “I remember you telling me about it before.”

“I hope that doesn't turn you off from helping me,” Rarity professed.

“N-no,” Fluttershy stuttered, looking down. “I um, kind of saw it coming given the timing of it all, I was just being polite.”

Rarity’s eyes lit up. “You did? Oh, that is wonderful! I simply cannot wait to get you into the dressing room. I have three wonderful outfits that I just know you will effortlessly pull off.”

“Let's not be too hasty now. I’m not that pretty,” Fluttershy murmured.

Rarity scoffed. “Pish posh darling. You were the talk of the town for a reason. Now then, as Photo Finish always says, let us make ze magics!”

Giggling to herself, Fluttershy followed her friend through the small black door and into a slightly cramped dressing room. There lay many interesting outfits, all of which were indeed quite risque as Rarity would call them. Splayed out on a table before her, Fluttershy looked down at Rarity’s creations with increasing arousal.

The first was what looked to be at first glance, an outfit for a maid, only a far more sexualized one than Fluttershy had ever seen. Tight, fishnets were attached to a garter belt that did nothing to obscure the wearer’s privates from the full view of anyone. This article of clothing, in turn, was attached to a black leather corset with a small section cut out of it to allow one’s teets to dangle freely. Only the white ruffled lace fringes and chest covering remained of its original maid-like design.

“It is quite something, isn't it? Its all the rage in Canterlot,” Rarity remarked.

“Oh um, yes. It certainly is… something,” Fluttershy muttered, the mare stopping herself from complimenting the piece of clothing.

Next to it was what appeared to be a single mass of black leather adorned with belts, latches, and zippers. When worn, the body suit would completely cover the wearer from head to hoof, with even one’s mane and tail being compressed. Only the eyes would be allowed to be unhindered from the constant press of the tight, slick leather.

“I like that one as well. It can be as revealing as you like,” Rarity offered, her magic pulling one of the zippers and revealing that doing so would expose the wearer’s privates.

“It certainly is… a lot,” Fluttershy muttered.

“Then perhaps this one would be more your style,” Rarity offered, gesturing to the final item of clothing on the table. “It is for those who may be only testing the waters of this unique form of expression.”

Fluttershy followed the other pony’s hoof to where a pile of belts lay spread out on the table. Looking a bit closer revealed that they weren't just belts, but also a collar, and a few jointed areas where the buckles connected. It was the most revealing of the bunch, as it was nothing more than strips of leather crisscrossing the wearer’s body. That of course left one’s privates exposed for any interested party to gaze at, as the wearer’s tail was forcibly raised.

“Would you like to try that one first? I don't mean to rush you darling, but the show must go on as they say,” Rarity exclaimed.

“Err yeah. I’ll do that one,” Fluttershy offered.

“Excellent choice,” Rarity proclaimed.

The tangled mass of metal and leather lifted from the table and floated over to Fluttershy, her teal aura holding it aloft. Remembering all those times from her days as a model, Fluttershy spread her legs slightly and remained stock-still. Then, like now, Rarity used her magic to garb the pegasus with little prompting required from the model herself.

A tug at Fluttershy’s leg was all the push she needed to lift the limb and allow Rarity to pull the clothing into place. This repeated several more times, during which Fluttershy felt her body growing increasingly warm. It wasn't just due to the cramped confines, however, as Rarity’s gaze and commanding yet gentle aura also excited the young pegasus.

There had always been something oddly sexual about allowing someone else to dress you that Fluttershy secretly enjoyed. Initially, she had demanded that she do so herself, but Rarity’s clothing could be complicated at times and a single slip could ruin the whole thing. So Fluttershy had gotten used to hiding how much she liked Rarity’s magical aura manipulating and moving her like a wooden doll.

The sensation ended far quicker than Fluttershy would have liked, with the final belt clipping itself into place. Rarity’s critical, piercing gaze then ran itself across Fluttershy’s form like the gentle yet forceful hoof of a lover.

“Perfect,” Rarity whispered huskily. “How does it feel?”

Fluttershy shifted back and forth, weighing how the strange piece of clothing fit her generous proportions. Which it did so immaculately, the many belts squeezing her curves without bringing about an ounce of pain or discomfort. It was all just enough to remind the pony of what she was wearing without hindering her movements one bit.

“It feels… nice,” Fluttershy murmured.

“Excellent. Now go out there and do your thing,” Rarity encouraged, gesturing towards the other door sitting across the room.

Fluttershy hesitated for only a second before trotting over to it, though Rarity’s magic pulled it open for her. Allowing Fluttershy to see that there was a small backstage area obscured by a drawn curtain that hid some electrical stuff like the controls for the lights. In the center, just waiting for her were the stairs up, to where the curtains parted slightly and the catwalk waited for her.

Fluttershy strode up and onto the stage just as Rarity once more opened the way for the model. Now without those heavy sections of cloth to obscure the crowd, Fluttershy could see the ponies waiting for her. Or at least, partially, as the small runway and stage lights obscured what features Fluttershy could see from behind their masks.

Wearing the kind of featureless masks Fluttershy had seen at a costume ball several years ago, the attendee's identities were unknown. Looking out amongst the crowd Fluttershy saw only blank white faces that had only a single small detail to differentiate them. One had a small teardrop painted below the eye, another had a comical grin painted in red, while everything else was blank among other alterations.

Though a little unnerving, Fluttershy found herself enjoying the attention of the small group. It was like they were dolls, rather than real flesh and blood ponies that were watching her. Cramped, and confided into what had once been a basement used normally for storage, the small stage was strangely intimate.

“Please welcome our model, and our first item of the evening, the dark embrace,” exclaimed Rarity’s voice from behind the curtain.

Reacting on impulse, Fluttershy strode down the runway, and paused at the end, unsure of what to do. She didn't really feel like exposing herself to all those strangers, but then again it wasn't like she could walk back without doing so. Thankfully it wasn't hard to imagine that she was walking in front of her stuffed animals, giving her the strength to continue on.

As she walked away Fluttershy felt her butt jiggle and bounce, the small movements accentuated by the outfit. This seemed to startle the audience from their stupor and a wave of excited whispers passed amongst them. Fluttershy did her best to ignore this and continue on, keeping her head held high, as was proper of a true model.

Once backstage and with the curtains shut behind her, Fluttershy shuddered. Arousal dripped hot down her legs, and her body ached with a burning heat that originated from deep down in her core. This was a feeling she had become increasingly familiar with and also one she hoped would have dissipated somewhat.

It had, after all, only been a day since she and Twilight had their intimate encounter and that had been quite relieving. Yet here Fluttershy stood, her holes twitching due to the knowledge that everyone in the audience had just seen them. Worse yet, she was only becoming more turned on, meaning she would be wetter still the next time around.

“A little quick, but still wonderful,” Rarity commented.

“Oh um, thank you,” Fluttershy murmured.

“Come now, darling. Let's get you into the next outfit,” Rarity encouraged.

Fluttershy nodded, and trotted back into the small dressing room, distinctly aware of Rarity being right behind her. It was far too late to hide her shame by then, and Fluttershy knew Rarity was getting a face full of her crotch. The pegasus pushed that feeling deep down inside and focused purely on what lay before her, namely the two remaining pieces of clothing.

“Which would you like to show off next?” Rarity offered.

Fluttershy bit her lip while considering her options. The maid outfit was very exposed while the other was not, and it was for that reason alone that she made her choice.

“I’ll take that one next,” Fluttershy pointed.

“Ahh the servile seductress, excellent choice. Though I should warn you that there is one small part of this outfit that I may have failed to mention,” Rarity explained, using her magic to pluck a relatively small item from a nearby drawer and display it before her.

“Is that what I think it is?” Fluttershy whispered her face bright red.

“If you're thinking that it is a buttplug, then yes. You’d be correct,” Rarity explained.

Held aloft in the unicorn’s magic was a short, yet wide silver plug with a rounded tip. On the other end was a wide flat section that bore a crystalline image of a single blue gem.

“Though optional it does bring the entire ensemble together,” Rarity added.

“Oh um, okay then,” Fluttershy all but whispered.

“Excellent darling now just stand still and let mistress Rarity handle everything,” Rarity exclaimed.

Fluttershy’s blush deepened the pony doing exactly as she was told without even really thinking about it. The pegasus stood quietly while Rarity pulled the garment into place, securing the belts and latches with a careful, dexterous hoof. In seconds Fluttershy had become a seductive, servile maid clad in truly whorish attire.

“Raise your butt up,” Rarity commanded, tapping the pegasus’s posterior.

Fluttershy meekly did as she was told, presenting her aching sex and pert posterior to the other pony.

“Always such a wonderful sight,” Rarity whispered huskily. “Truly there is noone more beautiful than you, darling.”

Fluttershy shuddered, a soft moan of pleasure slipping from her mouth.

“Just a moment now,” Rarity exclaimed.

True to her word, a second later Rarity pressed the end of the slick toy against Fluttershy’s ass. The well-lubricated plug slid easily inside until it reached about the midway point. Then Rarity had to stop, and really push, though she did so slowly, allowing Fluttershy the chance to stretch. And stretch she did, the pegasus’ asshole widening considerably to let the thick piece of polished metal inside of her.

“Oh my goodness,” Fluttershy murmured.

“How does that feel darling?” Rarity asked.

Fluttershy shuddered, the mare stifling a moan. “Amazing. It's just the right size.”

“Perfect,” purred the fashionista. “Now you are ready.”

Fluttershy shifted awkwardly into a stand, her knees trembling briefly before she got her legs under her. Just standing there felt a little weird though, as she could feel the plug shifting around inside of her body as she moved.

“Whenever you’re ready darling,” Rarity offered, gesturing towards the open door.

“R-right,” Fluttershy murmured.

The pegasus trundled awkwardly towards the exit, her steps slightly askew as she got used to the sensation. Just when she felt as though she had managed to get a handle on it, Rarity slapped a riding crop against Fluttershy’s flank. The sudden impact sent Fluttershy into the air, a moan erupting from her lips as a bolt of electricity ran through her.

“Sorry, darling. I couldn't resist,” Rarity whispered in Fluttershy’s ear.

“Oh um. That's okay,” Fluttershy replied before hastily trotting away.

Rarity snickered to herself while she watched Fluttershy ascend the steps and wait behind the curtain. The fashionista then took her place nearby and began the next round of introductions.

“Our second new item is about to be displayed. This one I call the serville seductress, and it comes with a few hidden features. Can you find them all?” Rarity exclaimed, her voice amplified by a small magical boost, giving it a slightly ethereal quality.

The moment she finished her introduction, the curtain pulled back to reveal a profusely blushing Fluttershy. Standing at the precipice of embarrassment, the pony put those thoughts away and focused completely on the task ahead of her. This was just a simple runway she told herself, nothing out of the ordinary, nor was there anything to worry about.

She simply put one step in front of the other at a slow, methodical pace that inadvertently made her ass bounce ever so slightly. With each time this happened, another small jolt of pleasure shot up her spine and sent her mind alight with lust. The toy continued to excite her and only make her wetter as time passed, with seemingly no end in sight.

Thankfully it wasn't long before Fluttershy had reached the end of the runway, where she paused. She then held her breath and turned in place, revealing the plug that was wedged firmly in her ass. Not only that but she also showed off her aching, dripping sex, the orifice burning hot with arousal and twitching under the slightest of breeze.

The knowledge that she was being watched, that those random ponies were seeing her, excited and embarrassed the mare in equal measure. It was like she was being used as a cheap toy, only she had signed up for this, wanted this, and could not deny how good it felt. It made her feel sexy in a way nothing else had ever managed, turning the heat in her belly up to eleven.

She didn't remain at the end of the runway for long, just enough time to turn this way and that before departing. She then strode her way back down the steps, and into the sparsely lit dressing room with Rarity close behind her. The door was shut firmly, and before Fluttershy had a chance to see her coming, Rarity was upon her.

Their lips met and then retreated, the fashionista barely restraining herself as she looked into Fluttershy’s eyes. The pegasus knew what the other pony wanted, and knew that she was asking permission without uttering a word. All she had to do was shake her head and Rarity would leave, but Fluttershy didn't want that, not anymore.

So she smiled, and leaned forward, meeting Rarity halfway and embracing the passionate kiss wholeheartedly. The pair made out for several seconds, with Rarity leading the entire time and keeping a hoof pressed against Fluttershy’s chest. Then, Rarity took a step back, her breathing heavy, and labored, as if restraining herself took considerable effort.

“We must show off the final piece,” Rarity remarked absently. “We can't send them away after only two.”

“Must we?” Fluttershy asked breathlessly.

“We must,” Rarity regrettably replied.

“Oh poo,” Fluttershy whispered.

“Now, hold still darling. I’m going to do this quickly,” Rarity warned.

Fluttershy stepped away from the wall she had been backed into a moment earlier and spread her legs. Though this was partially just to relieve her own burning desire, it was also the best position for Rarity to work. Sure enough, the fashionista had managed to undress Fluttershy and begin redressing her in mere moments, her magic working quickly.

As she did so, Rarity moved around Fluttershy’s backside, occasionally gripping or smacking the pony’s generous posterior. The attention always brought a moan to Fluttershy’s lips and a blush to her already red cheeks. It was also enough of a distraction that she barely noticed the black leather that was now adorning almost her entire body.

Within the tight confines of the leathery embrace, Fluttershy felt oddly comforted, as if she was being hugged from all sides. She was also unbelievably aroused, the suit squeezing her entire form at once in a way that felt almost alien in a way. This feeling of being appreciated, and loved was only heightened whenever Rarity’s gentle hoof caressed Fluttershy’s body. Which happened often, as the fashionista struggled to keep her hooves to herself while she dressed her model.

All too soon it was over, and Fluttershy stood clad in what Fluttershy soon realized was latex rather than leather. The impression it made of the tough tanned animal hide was nearly perfect, however, though it squeaked ever so slightly, giving away its true nature. Fluttershy also discovered that Rarity had left the plug inside of her, though the pegasus was hesitant to mention this lest Rarity pull it out.

“There we are, now for one final touch. Turn around for me, darling,” Rarity commanded in a surprisingly rough tone.

Fluttershy did as she was told and found herself facing what looked like a mare ready for the sexiest fight of her life. Rarity had added a few minor additions to her already intimidating ensemble, creating the outfit of a battle dominatrix while she had been dressing Fluttershy. Complete with spikes, and plenty of belts, it was one part armor, one part lingerie, and also one of the most captivating things Fluttershy had ever seen.

“There we are,” Rarity whispered, something clicking around Fluttershy’s throat. “Now let's go knock them dead.”

Fluttershy looked down to find that a leash had been attached to her neck. One that ended in a loop wrapped firmly around Rarity’s right hoof.

“Ready to go out there, my pet?” Rarity whispered huskily.

“Y-you remembered,” Fluttershy whispered.

“Of course I did. We both may have had a bit too much champagne that night in Canterlot, but I would never dream of forgetting that intimate encounter or the passion we shared,” Rarity replied, a hoof caressing Fluttershy’s chin. “Now I said. Are you ready, my pet?”

“Y-yes, m-m-mistress,” Fluttershy replied.

“Good, very good,” Rarity exclaimed with a wolfish grin.

Rarity, as per usual, took the commanding position at the front, striding out of the back room with long confident steps. Fluttershy meanwhile, was a bit more hesitant, that was until Rarity tugged at her collar, prompting the pegasus to walk a little faster. It was only then that she realized just how restrained she truly was, with her wings now fastened to her back. Clad in the tight, constricting confines of the suit there was nothing she could do save for what Rarity wanted of her.

Which at the moment was standing behind the curtain while the other pony heralded their arrival on the stage.

“Our last item is a special one,” she began, pausing as the idle chatter died down. “I was not ready to show this particular piece, but you all have been so good to me. So, I bring to you now, in order of appearance, the Warrior Queen and the Ebon Princess.”

A hush fell over the crowd as the curtains parted and the stage lights illuminated the two mares. Rarity did not hesitate and strode out onto the catwalk with her pet’s leash held tight in her grip. Fluttershy didn't need any prompting, merely keeping her head down and her eyes fixed firmly to the floor. This way at least, she could hide her shame, as well as the lust which burned hot in her belly.

In front of her, Rarity continued on, unfazed by the attention directed her way. Only when she had reached the end did she pause, standing to the side while pulling Fluttershy next to her. The bound pegasus expected to walk back shortly, but that didn't happen, instead, Rarity turned her pet around.

“As you can see, this particular piece has many unique and interesting features,” Rarity continued, a hoof caressing Fluttershy’s backside. “Such as several very purposefully placed zippers for easy access.”

Fluttershy gasped when Rarity pulled on one such zipper, revealing her privates to everyone in the audience. Now completely sopping wet, and still sporting the toy, Fluttershy whimpered as the various ponies stared at her. Though the whimper may have sounded pathetic to most, Rarity knew that the pegasus was actually even more aroused and loved the attention.

“There are more, like this one,” Rarity continued.

Using her magic, Rarity forced her pet’s legs apart, giving her enough room to reach beneath the other mare and pull. Now freed from their prison, Fluttershy’s large, bouncy teets fell from their confines, jiggling in the exposed air. Several ponies leaned forward, gazing curiously while others were already reaching for checkbooks or bit bags.

“As I said, there are more. But I will leave you all to find those yourself,” Rarity exclaimed. “And with that, my good patrons, this show has reached its conclusion. You may leave your name, and any pre-orders you want at the back table in the large red tome. Thank you all, and good night.”

Rarity bowed, and pushed Fluttershy’s head down at the same time, making her present herself to the audience. No force was needed of course, as Fluttershy eagerly did as she was told, without a care for how embarrassed she became. A polite round of applause accompanied them as the part left the stage, with Rarity once more leading the charge.

Only this time her steps were hurried and undignified, the leash pulled taut as she urged Fluttershy on. The second they were behind the stage, Rarity cut the lights, pulled the curtain, closed, and all but dashed through the doorway. Fluttershy had to jog just to keep up, the pony slightly confused until Rarity suddenly slammed into her, pinning the pegasus against the inside of the closed door.

“I want you, now,” Rarity exclaimed, her breath hot against Fluttershy’s neck.

The pegasus shuddered, unable to speak and merely nodding mutely, that was until she remembered something. “B-but the people,” Fluttershy murmured.

“Damn them,” Rarity cursed. “Let them hear for all I care.”

Fluttershy shivered in excitement, Rarity’s firm and commanding tone exciting some strange, primal part of the pegasus. They kissed only briefly, but passionately, with Rarity dominating the other pony’s mouth utterly. Her forehooves kept Fluttershy pinned while Rarity’s tongue explored Fluttershy’s mouth. Then it was over, with Rarity pulling back and taking a deep, shuddering breath that raked across Fluttershy’s throat.

“On your back, on the floor, now,” Rarity commanded in a low tone.

Fluttershy couldn't help herself, and before she even realized what was happening, she had already obeyed. As if on instinct, she spread her legs wide, angling her backside up and towards Rarity. Laying there exposed, Fluttershy watched as her friend gazed hungrily down at her body, a ravenous glint in her eye.

“I have just the thing for you, my pet,” Rarity whispered.

Her magic plucked a large double-ended dildo that bent sharply on one side, while at the same time placing one of her back legs on the desk. With her crotch exposed, Rarity slipped the unbent end of the dildo up inside of herself, pausing only briefly to grunt with effort. Somehow, the long thick piece of fake cock hilted her in no time, though it didn't remain there for long. A moment later it was removed and replaced with the bent side, which was jammed as deep as possible. The unicorn then pressed it a little deeper, and once satisfied with her efforts, stepped back down.

“Now then, let's get this little thing out of the way,” Rarity exclaimed.

Fluttershy nodded eagerly, reaching forward and grabbing her back legs in order to pull them further back. This gave Rarity all the room she needed to reach forward, and pluck the toy from Fluttershy’s asshole, pulling it out with a single tug. Now empty, Fluttershy ached for relief, her arousal reaching levels she hadn't experienced since the day before with Twilight.

The unicorn wasted absolutely no time, and with the murmur of the audience walking past the door, she leaned down. With her fake plastic cock gripped in her magic, Rarity thrust forward and slammed into her target. With her own juices adding lubrication, Rarity’s fake dick managed to slip inside with little resistance, though it didn't get far.

Rarity grunted with effort while Fluttershy moaned through her own clenched-together lips. Her partner seemed to see this as a challenge though, as Rarity drove her hips forward with remarkable strength. The sudden sensation of having her backside filled by such a wide toy made Fluttershy lose what little restraint she had left.

“Oh yes, Rarity, fuck me!” Fluttershy cried.

“Louder!” Rarity shouted, punctuating her command with a sharp thrust of her hips.

“Fuck me, mistress, use me like the worthless pet that I am!” Fluttershy yelled, the words springing to her lips unbidden and without thought.

“Yes, more, more!” Rarity pressed.

“Use me, fuck me, punish me, do whatever you want to me. Just don't stop!” Fluttershy screamed.

Rarity grit her teeth, and thrust harder, faster, and with as much strength as she could muster. In moments she had managed to bury the toy inside Fluttershy’s ass, forcibly stretching it to fit the large plastic toy. The unicorn’s pace was brutal and unyielding, with the pony pounding away relentlessly without giving Fluttershy any time to adapt.

Not like she needed it, with this being the third day in the row that she was getting her ass plundered she was getting used to it. More than that she was starting to love it, crave it with every ounce of her increasingly aroused being. The sudden sensation of her leash being tugged hard only turned her on even more and even the feeling of choking slightly only made it even better.

Rarity fucked like she had just spent a decade in prison, her body hunched over Fluttershy’s prone form. The unicorn’s forehooves were positioned on either side of the pegasus’ head, her face hovering over her lover’s. Each hot exhalation of air brushed across Fluttershy’s face, tickling what little flesh remained exposed.

Over and over Rarity drove herself forward, relentlessly drilling the other mare’s ass with the thick dildo. No care or concern was given to making either of them last longer, the pair plunging towards their first orgasm in no time. Within only three short minutes Fluttershy could feel her body growing hotter, and she knew it wouldn't be long.

And Rarity was right there with her, the unicorn grinning excitedly as her hips slapped into Fluttershy’s own. The wet slurp of the toy was punctuated by the dull thud of their bodies connected, joining Fluttershy’s moan in an orchestra of earthly pleasure. Hovering over her was the architect, the conductor of her ecstasy, Rarity, Fluttershy’s mistress and lover.

“Cum for me,” Rarity demanded through grit teeth. “Cum for your mistress.”

Again Fluttershy felt herself answering the demands of her owner before she was even aware of her actions. Her pussy spasmed, her ass clamped down and Fluttershy screamed her lover’s name as loud as she could. Rarity grinned as she came, her own cunt spurting as she continued to fuck Fluttershy’s asshole.

Throughout their orgasms, Rarity remained in motion, never letting up for a second. It was then, through the haze of lust and arousal that Fluttershy remembered that night in Canterlot. The many hours spent moaning and orgasming seemingly without end, Rarity continued to drive her onwards without pause.

The mare above her was like a hungry shark that had tasted blood in the water and Fluttershy loved it.

“I hope you don't think I’m done,” Rarity stated, her eyes glinting with a hidden steal. “Because I’m going to walk you down that runway while I fuck this perfect ass of yours and then when I’m done I’ll ride you all the way upstairs.”

“Y-yes mistress,” Fluttershy whispered, the grip on her back legs tightening.

“After that, I’ll fuck you over and over and over, until your legs give out and your asshole hangs open,” Rarity continued, her thrusts picking up speed.

“Y-yes mistress!” Fluttershy cried.

“And when I’m done with you, you’ll be so addicted to getting fucked in the ass that you won't be able to go a day without getting something inside that slutty hole of yours,” Rarity pressed.

“Oh gods, I think I’m going to cum,” Fluttershy murmured.

“Then cum, and scream your mistresses’ name!” Rarity commanded.

“RARITY!”

Author's Note

Hard Shopping

Fluttershy chewed daintily on her salad, the mare’s eyes fluttering closed as she reveled in the flavor. The texture, the taste, it was all so perfect, and combined with the gentle mid-afternoon breeze it made for a wonderful afternoon. That was until Rainbow Dash groaned from across the table, the other pegasus muttering some complaint under her breath.

Fluttershy sighed, and opened her eyes, glancing at her irritated friend sitting close by. Unlike Fluttershy, Rainbow Dash’s saddle bags were not beginning to fill with supplies and were mostly empty. While Fluttershy’s were starting to weigh her down, Rainbow Dash had not purchased anything that wasn't a snack or a wonder bolt poster.

“Did you say something, Rainbow Dash?” Fluttershy inquired.

“Yeah, I said this was boring,” Rainbow Dash exclaimed. “This restaurant is nice and all, but could you eat any slower?”

Fluttershy sighed and put down her fork. “You didn't have to come,” she pointed out. “I told you this wasn't going to be that interesting. All I’m doing is picking up a few things for my animals, and doing a bit of running around.”

“Yeah, but I didn't think it would be this boring. You’ve been eating that salad for like, eleven minutes and forty seconds already,” Rainbow Dash declared.

“Have you been… counting?” Fluttershy asked.

“It's not like I have anything better to do,” Rainbow Dash muttered.

Fluttershy ran a hoof down her face. “You can just leave if you like. You don't have to stay here. I didn't even think you would want to come, which is why I didn't invite you at first.”

“Yeah well, I was planning on saving this for later, but I guess our afternoon needs a bit more spicing up,” Rainbow Dash remarked before digging through her bags.

“What are you talking about?” Fluttershy questioned.

“This!” Rainbow Dash proclaimed, a small pink vial held aloft in her hoof.

“And what is that, exactly?” Fluttershy pressed.

“You’ll see in a second,” Rainbow Dash replied.

The speedster then uncorked the bottle, tipped its contents into her mouth, and swallowed hard. She then licked her lips, and tossed the empty container back into her bags, before belching loudly.

“That was actually kinda good. I’ll have to ask Zecora what she put in that one,” Rainbow Dash murmured.

“So… what exactly did you drink?” Fluttershy inquired.

“Wait a minute,” Rainbow Dash stalled, holding up a hoof. “Almost there, give it a second.”

Fluttershy sat there quietly while Rainbow Dash shifted around in her seat like she had to pee but was holding it in. After nearly three minutes of silence, Fluttershy was ready to ask again, only for Rainbow Dash’s face to light up.

“There! Give a look,” Rainbow Dash finally answered, pointing down at the table.

“Um, what am I looking for?”

“Not on the table, under it. Just trust me,” Rainbow Dash exclaimed.

Fluttershy shrugged and did as she was asked, kneeling down and looking beneath the table. Initially, she was confused as to what she was looking for as there was only the wooden table legs and the odd discarded piece of gum. Then she glanced up, her gaze landing upon Rainbow Dash’s crotch, and the teal erection sticking straight up into the air.

Standing at just a little shorter than the average stallion, the cock was about as thick as most. Where it lacked in dimensions it made up for in production, with pre cum already dribbling from its tip. The pair of balls that dangled under it was also visible twitching, churning with seed.

In an instant, Fluttershy was back above the table, a wide look of shock on her face.

“It's bigger,” she whispered. “How did you do that?”

“The potion, duh,” Rainbow Dash replied. “And it's only going to get bigger and more noticeable from here unless someone helps me with it.”

“Hold on. Is it permanent? How big will it get?” Fluttershy inquired, a blush springing to her cheeks.

“Big enough to stretch that tight asshole of yours in all the ways you love,” Rainbow Dash answered.

“Rainbow Dash,” Fluttershy hissed. “Were in the middle of a restaurant. We can't do that, and I have a bunch more stuff planned that I need to get done before we can go back to Ponyville.”

“Don't worry about it,” Rainbow Dash dismissed. “I can be done in no time flat, you know that.”

Fluttershy bit her lip and looked around the mostly empty restaurant. Placed on a rather large cloud near the edge of Cloudsdale, it had a scenic view, great food, and inattentive wait staff. The bathroom was also empty, the door to which was open just enough that Fluttershy could see inside.

“Come on,” Rainbow Dash pressed. “You’ve been hot and bothered ever since I asked how things went with Rarity.”

“I just modeled for her, that's all,” Fluttershy muttered.

“Yeah sure. You just walked around a bunch. That's why you were blushing for twenty minutes after and hobbled around a bunch because your back legs were pressed together,” Rainbow Dash retorted.

“Okay so it might have gotten a bit steamy,” Fluttershy admitted.

“That was more than a little steamy. I caught you eying my dick nearly every chance you got after I just mentioned Rarity,” Rainbow Dash continued.

Fluttershy blushed. “Well, I uh…”

“Come on,” Rainbow Dash repeated. “Just say yes, and we can go have a quickie in the bathroom. We’ve fucked nearly constantly since our teens. This is just like all those other times.”

Fluttershy bit her lip even harder, and though she wanted to say no, she was already sopping wet. Worse still, her asshole clenched down, the mare already remembering the many, many times Rainbow Dash had been inside of her. The horny brash pegasus wasn't very big and had a hair trigger, but she was fast and didn't seem to have a refractory period at all.

Just taking a trip down memory lane was enough to make a moan threaten to spill from Fluttershy’s lips. Thinking back on her more recent experiences with Rarity and Twilight only increased her arousal even more. Within mere moments a white-hot storm of lust burnt hot in her chest, leaving her tingling, and yearning for more.

“Okay,” Fluttershy whispered.

Rainbow Dash blinked, the shock quickly draining from her face and being replaced by excitement.

“That's what I’m talking about, now go into the bathroom and wait for a little bit. I’ll join you in a second,” Rainbow Dash commanded, gesturing to the open door waiting for her a few feet away.

Fluttershy hesitantly stood up from her chair and hobbled awkwardly towards the bathroom, tail tucked between her legs. Despite hiding her shame from sight, Fluttershy could tell that her friend was watching her closely. No doubt her gaze was crawling across Fluttershy’s jiggling backside, devouring the delectable sight before her.

Though such a thought would have made Fluttershy uncomfortable a few days ago, now it only excited her. She knew Rainbow Dash lusted after her, but to have others do the same, and so earnestly made Fluttershy feel… strange. Like waking up from a dream, Fluttershy was truly embracing her inner sexuality, rather than pushing it away.

Slipping inside the small room, Fluttershy busied herself by looking around. The space seemed normal enough at first glance. A toilet, a sink, a cute little end table with a few well-worn books mostly containing jokes, or simple wisdoms. It, like the rest of the restaurant, had an older, more rounded feel, and was a mix of white, red, and a bit of gold.

Her assessment of the place was interrupted after only a few short minutes, with Rainbow Dash entering the bathroom. The pegasus was quick to slide in through the narrow gap of the door, closing it shut behind her and locking it tightly. An excited grin was already on the pegasus’ face when she turned around and leaned in close.

“Are ya ready for a little fun, Fluttershy?” Rainbow Dash whispered.

“Mmhmm,” Fluttershy replied, bobbing her head.

“Alright, remember. Don't hold anything back. It's going to be quick,” Rainbow Dash exclaimed.

“Okay,” Fluttershy agreed.

“Great, put your forehooves up on that sink,” Rainbow Dash advised.

Fluttershy did as she was told, putting her front limbs on the cold porcelain, and spreading her back legs. Standing there with her head down, Fluttershy expected to feel Rainbow Dash’s familiar weight pressing down against her. That didn't happen, at least not initially, and Fluttershy looked up to find that her friend was staring at her ass.

The lust on her face was brazen and naked, the brash pegasus licking her lips with anticipation. Then, just as Fluttershy was about to ask what Rainbow Dash had planned, the other mare reared up. Her forehooves settled on Fluttershy’s hips, while her cock head expertly landed against Fluttershy's ass.

Rainbow Dash needed no lube, the pony merely thrusting a few times and spurting a considerable amount of pre. This was enough to allow the horny speedster entry to Fluttershy’s hole, the frequently abused orifice swallowing the futa cock with ease. A subtle change in Rainbow Dash’s grip was all she needed to get the right angle to really drill into Fluttershy.

Which she did so with gusto, squeezing Fluttershy’s thighs before plunging herself forward. Immediately her hips were a blur of motion, the pegasus jackhammering the other mare’s asshole. While she did this, Rainbow Dash stared into Fluttershy’s eyes in the mirror, a wide grin plastered firmly to her face.

It was almost intimidating how intensely Rainbow Dash looked at her, but Fluttershy did not qual from the sight of her friend. Instead, she met her gaze, albeit partially, through the strands of her mane. This only seemed to turn Rainbow Dash on, even more, the pony snorting and really putting her back into it. This resulted in the wet thwap of their hips meeting becoming louder than Rainbow Dash’s occasional grunt, and Fluttershy’s whispered moans.

“Y-you're too l-loud,” Fluttershy murmured.

“Don't worry. I got it,” Rainbow Dash extended a wing and flicked on the fan.

The resulting whir was enough to cover the sound of their almost violent copulation quite effectively. Rainbow Dash didn't even slow down, continuing to pound away with relentless, unthinking abandon. A pace that Fluttershy was becoming increasingly okay with, given that all of her recent partners took to it at least a little.

For a while, they remained there, with Fluttershy’s asshole continuing to get pounded by her lifelong friend. Though not the biggest cock ever, Rainbow Dash never let up, not even for a second, pushing herself to go faster than anyone else was capable of. The result was a surprisingly enjoyable experience that steadily got better, and better as time passed.

Within only a few minutes, Fluttershy was nearing her first orgasm, as was Rainbow Dash as well given how tight-lipped she had become. The speedster then reached forward and grabbed a hoof full of Fluttershy’s hair, pulling it backward. The move sent a bolt of pleasure down Fluttershy’s spine, and she couldn't help but release a soft cry of ecstasy.

It was mere seconds later when the speedster lurched to a stop, burying herself in Fluttershy’s asshole. Rainbow Dash barely even made a sound as she came, merely biting down on her lip and only letting the odd grunt escape. Fluttershy however, was an expert on being quiet, and her moan came out barely above a whisper.

Together the two mares shared a short, but powerful orgasm together. A few seconds later, it was over, and Rainbow Dash collapsed against her friend’s back, a wide grin on her face.

“That was fun. I’m already looking forward to next time,” Rainbow Dash offered.

“Me too,” Fluttershy murmured.

“Great, let's get cleaned up and head out then,” Rainbow Dash exclaimed.

“Wait,” Fluttershy interrupted. “What about um, your stuff? Won't I make a mess?”

“I got ya covered,” RainbowDash replied.

The pegasus then leaned back, and gripped something, removing it with a slight tug followed by a pop then a long slurp. A moment later she revealed that she was holding a surprisingly large butt plug with a wide base, and then a long bendy part over a foot long. Colored the same shade of blue as Rainbow Dash’s fur, the toy was a truly remarkable length and girth.

“Were you just… walking around with that?” Fluttershy muttered.

“All day,” Rainbow Dash answered with a grin. “Now hold on a sec.”

Fluttershy couldn't even get a word in edgewise before Rainbow Dash pulled out of her and swiftly inserted the end of the plug. A single, firm shove of her hoof rammed the thing deep into the shy mare’s backside, burying itself deep into her body. In an instant Fluttershy went from feeling empty, to completely and utterly full.

“Oh, oh my,” Fluttershy murmured.

“And we didn't even spill a drop,” Rainbow Dash declared, slapping Fluttershy’s backside. “Come on. You got stuff to do, right?”

“Er um, yes,” Fluttershy murmured.

“Great. I’ll go get the bill while you clean yourself up,” Rainbow Dash took a step away only to pause and turn back around, planting a kiss on Fluttershy’s cheek. “Oh and thanks. You’re the best, Fluttershy.”

The speedster then quickly departed, leaving a flustered and flushed Fluttershy to stand there awkwardly.

“Oh my,” she murmured, hoof brushing her cheek.

“Hmm, I could really use a new cage for injured animals, but which one?” Fluttershy murmured to herself.

Rainbow Dash stood beside her friend, looking bored, the pony using her time to glance about the store. Large, old, and operated by an ancient mare sitting nearly thirty feet away behind several rows of items, there wasn't much to look at. Only a seemingly endless supply of pet-related stuff, from simple food to enormous cages big enough to fit an adult bear inside. There at the back end of the store, the pair was almost completely shrouded in darkness, with the lights flickering above their heads.

“Hey, Fluttershy. Wanna go another round?” Rainbow Dash asked casually.

“But we just did it a few minutes ago in the alley,” Fluttershy whispered, a hoof going to her stomach. “I don't know how many more of your loads I can fit inside of me.”

“Oh come on. You can take, and besides. You want it, don't you?” Rainbow Dash teased.

“Well…” Fluttershy whispered absently.

“I can tell you do,” Rainbow Dash teased. “Besides, it's gotten even bigger, you know.”

Rainbow Dash lifted her back leg and displayed her cock for all to see, proving that it was indeed larger. Thicker, longer, the heavy appendage was as big as Twilight had been a few days earlier. That thought, that connection sent a fresh wave of arousal trickling down Fluttershy’s legs and she couldn't help but grin.

“See? What I tell ya. So I’ll just sit down on the floor and you can ride me right here,” Rainbow Dash explained.

“Wh-what?” Fluttershy gasped. “We can't do it right here. What about Mrs’ Apple Bottom?”

“She's nearsighted, and probably hasn't left that desk since the Wind Socks won the buckball championship in ‘92,” Rainbow Dash retorted.

“Come on, if you go quick it will be over in only a few minutes,” Rainbow Dash continued.

As Fluttershy struggled to make up her mind, Rainbow Dash plunked down on the ground. Her cock sticking straight up in the air, the pony flashed the other mare a grin. That was all it took to force a decision on Fluttershy, and she trotted over to her friend, ass clapping gently as she moved.

“You know from down here I think your butt has gotten even bigger,” Rainbow Dash remarked.

Fluttershy paused, and looked back, grabbing her ass with a hoof and giving it a squeeze.

“I… think it is,” Fluttershy admitted.

“Probably a bit of the potion remaining in my cum, and making your butt even phatter,” Rainbow Dash theorized. “Anyway, let's go already. You don't want Mrs’ Pear Butt to catch us, do you?”

Fluttershy hesitated a moment before trotting straddling her friend, legs spread wide and ass hovering over Rainbow Dash’s cock. Fluttershy paused, reaching back and with a surprising amount of difficulty, arced a hoof around her ass. Once she had plucked the toy from her hole, she placed it nearby and clenched, holding in all the cum pumped into her.

A subtle adjustment later and Fluttershy was now gripping a large animal cage with her forehooves while lowering herself down. With expert precision and a bit of help from her partner, Fluttershy landed exactly where she was aiming, impaling herself on the other pony’s throbbing erection. Though larger than before, it was nothing Fluttershy couldn't handle, especially after spending so long with a toy inside of her.

The sensation of fullness returned, washing away the discomfort of no longer having something inside of her. She didn't stay there, relishing the sensation for long, however, and quickly began to bounce her hips up and down. As she did so, she occasionally glanced through the cage, and over to where the proprietor sat, impassive with a book held in front of her.

Fluttershy was distracted from her peeping by Rainbow Dash suddenly grabbing her ass cheeks and squeezing. The speedster hungrily kneaded Fluttershy’s massive butt, drawing forth another moan from the shy mare. A moan which she stuffed down deep inside of herself, focusing entirely on riding Rainbow Dash’s cock.

Up and down she went, lip bit and hooves gripping tightly on the cage. Below her, Rainbow Dash continued to squeeze and molest the other pony’s butt. While also grunting on occasion, or nipping at Fluttershy’s neck whenever she got in range.

Though she did her best to ignore her friend’s teasing, Fluttershy couldn't help but giggle. The passion remained, as did her own burning lust, but there was also a casualness to the encounter. They had known each other forever and had done it enough times that it wasn't quite so serious.

Both of them knew that they were rushing towards orgasm and weren't holding back in the slightest. At least for the most part, as they contained the sound of their pleasure, leaving only the heavy slap of flesh meeting flesh. There was nothing they could do about that, as Fluttershy’s butt was simply too large to properly stifle.

“I’m close,” Fluttershy whispered not long after they had begun.

“Me too,” Rainbow Dash replied.

Both of them held on a little tighter, as Fluttershy moved as swiftly as she dared. For several tense moments, there was only the dull slap of flesh meeting before Rainbow Dash grunted. This was all the sign Fluttershy needed, the pony dropping her hips one final time. Impaled as deep as physically possible, Fluttershy could feel Rainbow Dash’s load as it was pumped inside of her by the futa mare’s veiny appendage.

The rhythmic pulse of her cock depositing its load into her guts elevated Fluttershy’s orgasm even higher. The slight slurping noise as the rest of her friend’s cum shifted around inside of her was also a weirdly arousing sound. As was the small, but noticeable paunch that she was now sporting due to the sheer volume of cum sitting inside of her.

“Fuck that's hot,” Rainbow Dash whispered, a hoof caressing her friend’s belly.

“Yeah, it's kind of-” Fluttershy began.

“Are you alright back their dear?” asked a voice.

Fluttershy’s eyes went wide, and she pulled herself up on shaky hooves, careful to not remove the cock from her ass. She didn't want to even imagine how big the mess that would have made if that happened. Peering through the cage she found that Mrs. Applebottom was approaching her, a curious look on the other female’s face.

“Oh just fine. I uh… fell. Rainbow Dash is just helping me up,” Fluttershy replied.

“Uh yeah. Totally!” Rainbow Dash added.

The speedster grabbed the toy and deftly inserted it into Fluttershy’s asshole while pulling her cock from the other mare’s depths.

“Are you sure? You sound winded,” Mrs. Applebottom continued.

The owner turned the final corner just as Rainbow Dash leaped to her hooves, and Fluttershy turned towards the pet store owner

“Everything’s perfectly all right now. We're fine, we're all fine here now thank you,” Fluttershy blubbered. “How are you?”

Mrs. Applebottom stood there for several seconds, looking up and down at the two other ponies before finally releasing a sigh.

“Terrible,” she exclaimed. “You would not believe how awful business is these days. I swear that new chain opening up across town is stealing all my business.”

“Oh, uh. Really?” Fluttershy pressed.

Mrs. Applebottom shook her head. “You have no idea. Why just the other day-”

While the older pony began to rant, Rainbow Dash leaned a little closer and planted a kiss on Fluttershy’s cheek. While she did this, the speedster also made sure to grab her friend’s butt and give it a firm squeeze.

“That was great. I can't wait to do it again,” Rainbow Dash whispered.

“Me neither,” Fluttershy replied, a soft smile coming to her face.

Fluttershy grunted, tugging on the warm summer sun dress she was attempting to put on. Though it fit most of her just fine, it was struggling to fit around her now-massive posterior. In fact, her butt was now so large that it had been difficult to get into the narrow changing room in the first place.

With a huff, Fluttershy gave up, letting the piece of cloth hang over her body loosely, ending just before her flanks. Which were round, and extended from her sides several inches, making it impossible to walk without a soft clap accompanying every step. Worse still, Fluttershy could no longer reach the toy jammed inside of her, not like she wanted to, mind you.

With nearly a dozen of Rainbow Dash’s loads sitting inside her belly, Fluttershy worried about the mess that might cause. A concern that reared its head when she brushed a hoof against the bulge in her midsection and caused its contents to gently slosh inside of her. The sensation of so much of her friend’s jizz shifting around inside of her made Fluttershy become aroused all over again.

She tried to ignore the sensation, to push down her building lust but it burned on anyway. It was so powerful in fact, that Fluttershy peeked out of the changing room, and searched for Rainbow Dash. Who she found only a few feet away, sitting on a waiting chair, her head drooping as she struggled to stay awake.

“Pssst, Rainbow Dash,” Fluttershy whispered, careful to not alert the distant sales ponies helping others across the store. “Over here.”

Rainbow Dash perked up, a smile coming to her face. “Oh hey Fluttershy. You ready to blow this popsicle stand?”

“Oh um, not quite yet. I was wondering if you could help me with something,” Fluttershy continued.

“Sure. What do you need?” Rainbow Dash replied.

“I um. Need some assistance putting on this dress,” Fluttershy murmured, a blush crossing her face.

“A dress, really?” Rainbow Dash deadpanned.

“Yes,” hissed Fluttershy.

“Alright,” Rainbow Dash muttered.

The brash pegasus stepped forward and slipped through the narrow door, or at least she tried to anyway. As she got just barely inside before nearly being crushed against the wall by Fluttershy’s huge ass.

“Holy crap,” Rainbow Dash exclaimed in shock.

“Oh um, sorry,” Fluttershy murmured.

Rainbow Dash grinned. “Damn girl. You are even hornier than me, and that's saying something.”

“I just… couldn't wait anymore,” Fluttershy murmured.

Rainbow Dash grinned, the pony taking a moment to adjust herself, shifting her back legs around. Pressed between her friend’s ass, and the wall, Rainbow Dash was barely able to pull the door closed behind her. Once she did, the speedster took a moment to appreciate the view waiting right in front of her face.

“How am I even going to get inside of you? There's barely any room in here,” Rainbow Dash pointed out.

“Just um, give me a second,” Fluttershy murmured.

The shy pegasus put her hooves over her head and shuffled as close as she could manage to the wall. This gave Rainbow Dash just enough room to pull out her cock, and place it in the cleft of Fluttershy’s butt. There it rested, the surprisingly long, heavy appendage managing to fill up the cavernous space between the shy mare’s ass cheeks.

“You’re so big,” Fluttershy murmured.

Rainbow Dash grinned and ran a hoof down her length. “It's thicker than my hoof and nearly as long as my leg. I bet even a butt slut like you is going to struggle with something this big.”

“Oh um, maybe,” Fluttershy murmured, a blush burning hotly on her cheeks.

“Well let's jam it in you and see. My balls are starting to ache they are so heavy,” Rainbow Dash remarked.

Pulling her hips back, Rainbow Dash angled her cock towards Fluttershy’s asshole with considerable effort. The angles were weird and required more bending than the speedster was used to, but it wasn't anything she couldn't handle. A bit of flexibility was required to be a wonderbolt, after all, she just needed to push herself a little bit.

In no time at all, she had nearly lined herself up with her prize, and only a single obstacle lay before her. Gripping the rubber end of the dildo plug, Rainbow Dash gently pulled, the thing sliding out almost immediately. Then, like Daring Do switching an ancient idol for a bag of sand, Rainbow Dash deftly slid her cock inside Fluttershy as the toy was removed.

With expert precision she replaced the fake dick with a real one, plugging Fluttershy’s hole before any cum could leak out. A process that quickly became more difficult, as even with all the natural lube, Rainbow Dash was still too big. Her fifth leg had truly grown into the phrase, the appendage stretching Fluttershy to her absolute limit.

“Stars above Rainbow Dash,” Fluttershy murmured huskily. “You’re huge.”

“Still think you can take it all?” Rainbow Dash asked.

“I’ll make it fit,” Fluttershy declared.

Rainbow Dash grinned. “That's what I like to hear. Let's do this!”

Rainbow Dash punctuated her declaration by thrusting her hips forward, burying a good third of her length into the other mare. Who moaned loudly, her hooves pressing against the full-length mirror with enough force to almost make it crack. Driven on by Fluttershy’s clear arousal, Rainbow Dash pushed on, pounding forward repeatedly.

Tight, and barely able to take her, Fluttershy’s asshole was forced to stretch further than ever before. And the mare herself loved every last second of mind-blowing pleasure, and incredible stretching. It almost felt like her body was being molded by that monster cock, made into a vessel for it alone.

Then all too soon it was over, and Rainbow Dash had bottomed out.

Fluttershy lay with her face against the glass, breathing heavily as she struggled to handle all the lust burning inside of her. The depth, the way her ass spread, the weight of cum already inside of her, it was all so perfect. That was until Rainbow Dash began to move, then Fluttershy realized what true perfection truly felt like.

The tight confines of the changing room barely left any space to move, but that was enough for the athletic pony. With earth-shattering thrusts, she pounded her hips against Fluttershy’s, the impact making her huge ass cheeks jiggle. The rippling, undulating flesh was gripped tightly by Rainbow Dash as she continually threw herself forward.

In under a second, she had reached her usual rapid, jackhammer-like pace, her hips becoming a blur of motion. Leaving Fluttershy scrambling to respond, a hoof immediately going to her slightly sloshing stomach in hopes of quieting it. This only half worked and did nothing about the clap of her ass cheeks, but there wasn't anything she could do about that.

Save to hope against hope that no one heard them over the soft music piped into the store from unseen speakers.

Rainbow Dash clearly didn't care, the pony throwing herself into the act with all the strength she could muster. Like every other time that day, she never slowed down, never gave an inch, and simply rushed to her next orgasm. Fluttershy’s worries that they might be going a bit too fast vanished almost immediately, as her own orgasm was swiftly approaching.

A mere minute in and she could already feel it edging to the precipice of release. She held on though, gripping the wall in one hoof and her belly in the other while looking back at Rainbow Dash in the reflection. The speedster grinned with uncontainable excitement, pride leaking out of the corner of her smile.

“You are the most beautiful mare in the world, Fluttershy,” Rainbow Dash whispered. “I’m one lucky pegasus to know you.”

Fluttershy wanted to say thank you, or possibly return the compliment with one of her own but she couldn't find her voice. The pleasure and embarrassment were simply too much for the shy pony who smiled and gave her friend an appreciative nod back.

“Right, let's really fill this ass!” Rainbow Dash exclaimed.

Before Fluttershy had a chance to respond, Rainbow Dash’s grip tightened, squeezing the shy pony’s ass tightly. She then did the unthinkable and somehow began moving even faster, her hips reaching a speed Fluttershy did not think possible. It was all Fluttershy had to keep her legs from going numb, and collapsing to the ground while her asshole was brutalized.

A few seconds of resisting her own orgasm and the dam broke, and Fluttershy came so hard she saw stars. Keeping the cry of ecstasy from exploding out of her mouth was a near-impossible task. Yet Fluttershy managed to do so, the sound slipping out of her clenched lips as barely more than a whisper.

Rainbow Dash, however, had slightly less restraint. The speedster released a long throaty moan of pleasure while thrusting messily into her friend’s ass. Like Fluttershy, Rainbow Dash was so overwhelmed with pleasure that she could barely keep it together. Her thrusts became sporadic, and soon she jerked awkwardly to a stop, her hips flush against her friend’s.

There they remained, with Rainbow Dash’s body as rigid as a board while Fluttershy trembled, barely able to stand. Seconds ticked by as cum erupted into Fluttershy’s depths, her stomach gurgling as futa seed flooded her insides. This final eruption was the most powerful Fluttershy had ever felt, and it was almost like she had a firehose jammed into her backside.

Then it stopped, and Rainbow Dash collapsed against Fluttershy’s back, a low sigh escaping her lips.

“Fuck that was good,” Rainbow Dash muttered.

“Oh um, yes. Very,” Fluttershy replied.

A hoof banging on the door made both mares go rigid in shock.

“Hey, are you almost done in there?” barked an angry male voice.

“Yeah, just a sec!” Rainbow Dash shouted.

“Just hurry up already. I got a whole line of customers waiting,” replied the voice.

“I will!” Rainbow Dash added.

“Oh and clean up after yourself! Ya damn, kids,” muttered the voice.

“Did he figure us out?” Fluttershy murmured.

“I think he did,” Rainbow Dash replied.

“Oh... Oh my,” Fluttershy whispered.

“Eh I wouldn't worry about it,” Rainbow Dash exclaimed. “If he was going to get us in trouble he would have done so already.”

“Still,” Fluttershy glanced in the mirror. “Oh wow. I don't know if we’ll be able to get out of here. My butt is just… so big.”

“Eh it should only last another minute or so,” Rainbow Dash explained. “Then we should both return to normal.”

“Oh.”

“Heh, you almost seem disappointed,” Rainbow Dash teased, prodding the other mare’s shoulder. “Don't tell me someone likes having a huge cock jammed up their equally as massive butt?”

“Well um, kind of,” Fluttershy reluctantly admitted.

“Pfft, come on. Did you really think I’d only bring one vial with me?” Rainbow Dash exclaimed.

Fluttershy looked back to her cocky, smirking friend, who held in her hoof nearly a dozen of those same small glass containers. Inside of which rested more than enough of the delicious, ass-expanding, cock growing liquid to make their entire day a pleasurable one.

No, Fluttershy realized, it was enough to make her entire week.

The shy pony grinned.

Author's Note

Stiff Competition

“Thank you for inviting me over, Pinkie Pie,” Fluttershy exclaimed, pausing to take a long sip of her tea. “This is wonderful by the way. What kind is it?”

Pinkie Pie blinked and narrowed her gaze at the box at the corner of the table. “Celestial raspberry zinger. I just saw it at the grocery store the other day and thought I’d try it.”

“Well I’m glad you did,” Fluttershy proclaimed.

The pegasus calmly sipped her warm beverage, enjoying the sweet liquid as it rolled over her tongue and down her throat. Across from her, Pinkie Pie wasn't quite so relaxed, the pony taking quick nervous gulps of her own drink while looking around. The party pony’s room was immaculate, with her bed remaining made, and her many many colorful decorations staying in their spot.

Her teddy bear was on the nearby couch, staring at the pair as they drank their tea and enjoyed each other’s company. Pinkie Pie seemed to genuinely wish she could really indulge and relax, but something kept distracting her. Every sound, no matter how big or small seemed to jump out at her, turning her attention away from Fluttershy.

Who upon finishing her drink, sighed, and reclined into the warm, comfortable cushions of Pinkie Pie’s second couch. Across from the pegasus sat Pinkie Pie herself, the girl fidgeting constantly in her armchair. Barely a glance was shot in the direction of the snacks the baker had set out, despite how decadent and delicious they looked.

“Um, are you okay?” Fluttershy gently inquired.

“Oh yeah, fine, just fine,” Pinkie Pie quickly replied, waving off her friend’s concern.

“Are you sure? You keep looking at the door,” Fluttershy pointed out. “Are you worried about the twins needing something?”

“No, they’re at a friend's place for the day,” Pinkie Pie answered. “It's just us, and the Cakes, who are in their room at the moment.”

“Then what is-” Fluttershy began, only to be cut off.

By a very familiar feminine voice screaming. “Oh yes, give it to me harder, daddy!”

Fluttershy blinked, a blush crossing her face. “Oh… oh my,” she murmured.

“Ha, there we go,” Pinkie Pie exclaimed.

“Wh-what? Was that Mrs. Cake?” Fluttershy asked.

“Oh yeah. Mr. Cake’s got like, a huge dong,” Pinkie Pie replied, extending her hooves out in front of her. “Makes Cup go crazy, she gets super loud too.”

“Should we… leave?” Fluttershy whispered.

“Why bother?” Pinkie Pie retorted.

The pink pony then grabbed a snack and tossed it into her mouth, chewing loudly on the donair. Fluttershy tried to pour herself some more tea, but a sudden scream of ecstasy caused her to jiggle the pot. Sending hot leaf water all over the table as well as a few of the unfortunate snacks.

“Oh no. I’m sorry Pinkie Pie,” Fluttershy murmured.

“It's fine,” Pinkie Pie exclaimed, waving it off. “I’ll clean it up later.”

“Um, okay,” Fluttershy whispered.

The pegasus’ cheeks glowed hot as she sipped her drink, the pony having lost any idea as to what they had been talking about. She didn't even try to pick the conversation back up, merely sitting there, listening as Cup Cake moaned loudly. The older mare’s voice carried easily through the walls of the building, her cries of pleasure clearly audible even across the entire house.

“What do you think they are doing? I’m thinking missionary, but they might be doing anal,” Pinkie Pie inquired.

“Well, I um…” Fluttershy gulped and looked away. “I wouldn't know.”

“Oh come on, surely you are at least a little curious,” Pinkie Pie pressed. “My money's on butt stuff. Cup Cake had never tried it until I mentioned your experiences but she seemed curious.”

“My experiences?” Fluttershy whispered in shock, hoof pressed over her heart. “What do you mean?”

“You know, your little anal adventures around town,” Pinkie Pie replied. “Everyone’s heard about the little escapade you had with Twilight. Your ‘special’ show with Rarity, and your frequent trysts with Rainbow Dash.”

Fluttershy’s face went beat red and the mare looked away, sipping her tea quietly. “I don't know what you’re talking about,” she whispered.

“Oh come on-” Pinkie Pie began.

“Fuck the hell yes, pound my asshole!” Cup Cake screamed.

“Ha, nailed it. Anyway, like I was saying,” Pinkie Pie continued, pausing to clear her throat. “I particularly enjoyed hearing about your special tutoring session with Twilight. Now that was hot.”

“She told you?” Fluttershy whispered in shock.

“Nah she didn't have to. That girl tried to keep a secret but it took like three questions for me to figure it out,” Pinkie Pie exclaimed.

“So do the others…” Fluttershy muttered.

“Know about all the ponies that have been up in that fat keester of yours?” Pinkie Pie remarked. “Nah, just me and a few other, observant types.”

“Well that's… good,” Fluttershy whispered to herself.

“Speaking of which…” Pinkie Pie began, stopping just long enough to get up from her chair and sit back down right next to the other girl. “How's the whole exploring your sexuality thing going?”

Fluttershy gulped, and twiddled her hooves nervously, avoiding Pinkie Pie’s gaze. “Oh um, okay I guess. It's been kinda fun.”

“It seems like you were having more than just a little fun,” Pinkie Pie prodded, poking the other mare in the side. “In fact, if a little birdy is correct it seems as though you’ve really started to love it.”

“I…” Fluttershy hesitated.

“Yes, yes, yes, more!” screamed Cup Cake.

“I do. Love it that is…” Fluttershy murmured.

Pinkie Pie giggled, snaking a hoof around Fluttershy’s shoulder and pulling her in close. “Come on. Tell aunty Pinkie Pie all about it.”

“I’m a year… never mind,” Fluttershy muttered, shaking her head. “Why do you want to talk about this anyway? I thought you wanted to have tea.”

“Oh well duh. When drinking tea you absolutely must have something to talk about,” Pinkie Pie replied, leaning in close. “Why I bet you talk about all kinds of gossip with Rarity during your weekly get-togethers.”

“Well….” Fluttershy gulped. “We did talk occasionally about who we liked, but that was before I erm, uh….”

“Started sleeping around?” Pinkie Pie offered.

Fluttershy bobbed her head, cheeks still burning bright with shame. “Yeah, but since then we’ve just talked about… well, you know.”

“Sex? Particularly butt sex involving you,” Pinkie Pie offered.

“Y-yeah,” Fluttershy stuttered. “We still talk about other stuff but-”

“Pull my mane, smack my ass, call me a bitch!” shouted Cup Cake.

“Oh wow,” Fluttershy whispered.

“I don't know about you but it kinda makes me feel a little hot and bothered,” Pinkie Pie stated, squeezing Fluttershy around the shoulders.

“Y-yeah, k-k-kinda,” Fluttershy admitted.

“You know… If you were feeling a bit flustered, I could help you with that,” Pinkie Pie whispered.

Fluttershy gulped. “R-really?”

“Yuperdoodle. I got a whole bunch of really neat toys. Some of which I bet you saw while in my special closet with Big Mac,” Pinkie Pie pressed.

The pegasus shuddered, memories of that frantic ten minutes flashing before her eyes.

“So, what do you say Fluttershy? Want to play with me?” Pinkie Pie continued, her voice low and husky.

Fluttershy cleared her throat. “I-”

“Yes, yes inside! Fill my guts with your hot cum!” Cup Cake screamed before her words devolved into incoherent moaning and screeching.

For several long seconds both Fluttershy and Pinkie Pie sat in silence, listening as Mrs. Cake screamed her lungs out. If she knew that she could be heard, she didn't care, merely continuing to let the world know how good she felt. Then, after nearly a minute, she fell silent and presumably laid down next to her husband.

“Damn she is loud,” Pinkie Pie murmured. “I wonder if I could make you scream even louder.”

“Maybe if you scared me,” Fluttershy muttered.

“Ha, I’m going to make you feel so good you’ll be scared you won't be able to go back to having sex with anyone else!” Pinkie Pie proclaimed.

“That's…” Fluttershy hesitated a moment before suddenly sitting up straight. “A bold claim.”

Pinkie Pie grinned. “Hey, that's the spirit! So we doin’ this thing or what?”

“On second thought, let's just look at the toys first,” Fluttershy cautioned.

“Oh, I just know you’ll be as excited as I am once you see them. Come on,” Pinkie Pie bade her friend.

Together the pair trotted over to a nearby closet, one that Fluttershy had already become intimately familiar with. Or at least intimate inside of, she hadn't really seen the contents of the closet in the best light the first time. Though when the door opened, and light revealed the interior, she kind of wished she had, as her jaw immediately dropped.

There lay sex toys so numerous and varied that they would put a sex shop to shame. Various kinky outfits, like revealing school girl uniforms, sexy firefighter costumes, and even a pornographic Jackson Pollock painting sat on a rack. Dildos in a wide, wide range of sizes were arrayed along one wall, along with an equally as numerous number of butt plugs.

Whips, chains, riding crops, vibrators, wands, Pinkie Pie had it all, and she ignored them all. Going straight for the back, Pinkie Pie dragged out what looked like an oil drilling apparatus. Boxy, and built from metal and plastic, the thing was a giant piston with a rod attached to it. Fluttershy wasn't sure what its purpose was until she noticed that each of Pinkie Pie’s toys sported a unique fitting attachment.

“Oh… Oh my,” Fluttershy whispered.

“Do you like her?” Pinkie Pie proudly asked, patting the machine’s side. “I call her ‘the pounder’ and she's a custom creation of my own design.”

“She certainly is… large,” Fluttershy muttered.

Pinkie Pie giggled. “That's because she used to be a jackhammer, but with a bit of creative engineering, she's the best partner a girl could ask for. Wanna see a demonstration?”

“Yes please,” Fluttershy eagerly replied.

“Alright, just a second,” Pinkie Pie warned.

The pink pony then got to work dragging the thing the rest of the way into the room and plugging it in. A few blankets tossed on the ground in front of it made things a bit comfortable, though Pinkie Pie didn't lay down. Instead, she went back into the closet, retrieved a sizable dildo with a knot at its base, and affixed it to the end of the machine.

“There, now this is the lowest setting,” Pinkie Pie began.

The party pony pulled a remote control out of her mane and turned the machine on before flicking a switch. Immediately the machine lurched into motion, thrusting back and forth at a leisurely pace.

“And this is medium,” Pinkie Pie explained.

The piston moved twice as fast, quickly reaching the speed of a rather passionate encounter with a normal pony. It then surged forward, starting to fly back and forth, equalling the tempo of Rainbow Dash when she got particularly into it.

“That is high, and finally… ludicrous!” Pinkie Pie proclaimed.

One last flick turned the machine up to a truly insane speed. Steam belched from the side, and the parts within whirred loudly with effort. All while the piston flew back and forth so fast that it was a blur of silicon and steel. Fluttershy couldn't help but gawk in open wonder, her mind recoiling in horror even while curiosity tempted her.

“Pretty cool huh?” Pinkie Pie asked, turning the machine back down once more. “So, wanna give it a whirl?”

“Um actually. I was wondering if we could use a different toy,” Fluttershy replied.

Pinkie Pie blinked. “Oh yeah, go ahead.”

Fluttershy blushed, and trotted past her friend, walking back into the closet. There she reached up and plucked a long blue toy from its spot high on the wall. Upon walking back out, Pinkie Pie immediately grinned, an excited giggle spilling from her lips.

“Oh my gosh, I forgot I even had that thing!” Pinkie Pie exclaimed. “Someone’s feeling confident.”

“Well it just looked so unique,” Fluttershy murmured.

The pegasus’ gaze wandered over the nearly two-and-a-half-foot-long toy. Tapering from barely a half inch thick at its tip, it widened significantly at its end, reaching the size of her hoof. It also started off as rubbery but transitioned into a rock-hard plastic on the other side.

“The probeulator was a bit of an impulse buy. One that I haven't even had the balls to use yet,” Pinkie Pie explained, throwing a hoof over Fluttershy’s shoulder. “You, however, are a big enough butt slut that I think you could take it.”

“I um… well…” Fluttershy gulped. “Do we have any lube?”

“Yup! The same kind I left for you when you had your fun with Big Macintosh,” Pinkie Pie replied, the pony digging through her closet. “Speaking of which. How has that been going?”

“Err what do you mean? He's dating someone isn't he?” Fluttershy muttered.

“Well yeah, but they have this semi-open deal going on. I thought you knew that,” Pinkie Pie answered, emerging once more with a bottle of liquid in one hoof.

“I didn't,” Fluttershy reluctantly admitted.

“Ohoho. Fluttershy thought she was a homewrecker!” Pinkie Pie declared with a giggle. “Don't worry about it. If the big guy consented then chances are he already talked to what's her face.”

“Marble?” Fluttershy replied.

“I thought he was going out with Sugar something. I am really going to have to talk to my sister.” Pinkie Pie clopped her hooves together. “Anyway, now lets-”

“Fuck me fuck me fuck me, FUCK ME!” screamed Cup Cake.

“Oop looks like cuddling time is over. Come on Fluttershy. You heard the mare, let's get jiggy with it!” Pinkie Pie proclaimed.

“Um okay. Do I just lie down, or what?” Fluttershy asked.

“Just kneel down with that cute bubble butt of yours facing the machine. I’ll handle everything else,” Pinkie Pie answered.

Fluttershy bobbed her head and did as she was told, kneeling down before the machine and presenting herself to her friend. Who whistled lewdly and smacked Fluttershy’s ass with a hoof.

“Hot damn Fluttershy. You got one pretty posterior. No wonder you were so in demand when you were modeling,” Pinkie Pie remarked.

“T-thank you,” Fluttershy whispered.

“Alright, just sit right there and I’ll handle things,” Pinkie Pie commanded.

Fluttershy did as she was told, spreading her legs and waiting while Pinkie Pie prepared everything. As Fluttershy knelt there, arousal dripping from the slightly parted lips of her pussy, the pegasus felt her body begin to heat up. Her lust had burned faintly since the moment she heard Cup Cake scream, but now it was really growing out of control.

The butter pegasus’ core ached, her body was becoming hot, and she couldn't help but bite her lip in anticipation. Pinkie Pie didn't disappoint, nor did she make the other mare wait for very long either. The bottle of lube was popped, and a lathering of its contents was applied to the entirety of the enormous toy.

“There we go. Are you ready, Fluttershy?” Pinkie Pie whispered huskily.

Fluttershy bobbed her head, too aroused to even say a word.

“Alright then. Oh and our safe word is bananas,” Pinkie Pie added.

“Wait, why would we need- ooh,” Fluttershy cooed as the slick tip of the toy slid inside her sphincter.

As if on cue, Cup Cake cried out from across the house, though for once her screams of ecstasy were ignored. Fluttershy was too busy focusing on the sensation of penetration while Pinkie Pie was working the machine. With one hoof guiding the long plastic toy into Fluttershy’s hole, and the other slathering what had yet to enter with lube, Pinkie Pie made quick progress.

The slow spread was an orgasmic feeling and left Fluttershy twitching excitedly with each new inch that entered her. It was so unlike anything she had ever experienced before, as it was both hard, yet limp, pushing its way inside like some bizarre snake. Though odd, it was an incredibly pleasant experience that was the polar opposite of how things usually played out.

Those other dicks, either plastic or real, had a wide, blunted tip that immediately made Fluttershy’s hole stretch wide around them. This time, however, it was a slow, drawn-out process as her muscles contorted to accept the slippery appendage. Fluttershy could almost imagine that some otherworldly creature was bent behind her, feeding its alien cock into her asshole. Fluttershy shuddered at the thought, oddly turned on by the image floating through her mind.

“Mmm good job,” Pinkie Pie whispered, a hoof caressing Fluttershy’s ass. “You are taking it so well Fluttershy. Keep it up.”

The kind words stirred something in the pegasus, prompting her to shudder in pleasure. Being praised for something so naughty wasn't exactly something she thought she’d enjoy yet here she was. Pride swelled in her chest, pride born of her ability to take dick like a pro.

“You’re such a beautiful mare that makes such adorable little moans that she thinks no one can hear,” Pinkie Pie continued.

Fluttershy bit her lip and shuddered, gripping the blankets tightly as she felt the toy slide around a bend in her insides. No matter how deep it went, it continued to feel amazing, tantalizing the mare without any end in sight. Even as she started to feel the toy really begin to widen, Fluttershy felt nothing but electrifying pleasure.

While more and more of the fake plastic dick slipped it's way inside of her, Pinkie Pie continued to whisper compliments. Remarks about Fluttershy’s luxurious curves, or the adorable sounds she made were quietly told to the mare. The party pony also made sure to rub, caress and touch the pegasus all over, adding a pleasant physical component to her kind words.

The combination was enough to nearly bring Fluttershy to the edge of orgasm after only a few minutes. She didn't even try to resist it either, merely gripping Pinkie Pie’s hoof as she began to twitch and cum. The pink pony squeezed her lover’s limb, and kissed all over Fluttershy’s neck, drawing out a happy squeal of ecstasy from the other mare.

“Keep going, please,” Fluttershy urged.

“Oh, you don't need a break?” Pinkie Pie replied.

Fluttershy blushed and shook her head. “No. You’re so good that I don't want to wait.”

Pinkie Pie giggled. “Atta girl. Don't worry, I’ll make sure to make you feel really good.”

“Wait,” Fluttershy interrupted. “After this, it's your turn. I don't want to be a selfish partner.”

“I’ll hold you to it, cutie. Until then just enjoy yourself, okay?” Pinkie Pie replied.

Fluttershy nodded. “Okay.”

Pinkie Pie didn't waste any time after being given consent once more, her hooves immediately gripping Fluttershy’s butt. She then pulled backward, impaling the pegasus on the enormously long plastic cock. The sudden influx of nearly eight inches of fake dick made Fluttershy cry out in surprised pleasure, the pony unable to stop herself.

Now smirking confidently to herself, Pinkie Pie tightened her grip and shifted Fluttershy’s hips in a wide circle. Forcing the other mare to grind on the toy implanted in her backside, stretching her insides considerably. As the shock faded, Fluttershy’s cry of pleasure fell away, and she bit her lip, resisting the urge to scream quite as loud.

There were more tricks up the pink mare’s sleeve, however, and with a flick of her hoof, the toy began to move. Shifting forward several inches, and then back once more, the fake dick began to slowly fuck Fluttershy’s ass. Pinkie Pie didn't wait around, nor did she rely solely on the machine to do all the work, as she kept tugging on Fluttershy’s flanks.

The feeling of having her movements restricted, and consent stripped away felt weirdly good to the pegasus. She wasn't even restrained, yet with Pinkie Pie’s remarkably firm, powerful limbs it felt as though she were being bound by the most powerful of ropes. And when Fluttershy reached the extent of her range of motion, Pinkie Pie picked Fluttershy up, moving her body closer to the machine.

Thus allowing more of the alien-like appendage to slip its way inside of Fluttershy, pushing against parts of her she didn't know could be touched. Deeper than even Big Macintosh, the slippery appendage seemed able to maneuver around barriers that something harder would find impassable. The sensation of the thing slithering up her insides was as weird as it was incredible, tantalizing the pony with endless stretching.

A hoof suddenly brushed against her belly, startling Fluttershy from her pleasure-induced fugue state. The hard keratin touched something hard in her belly, confusing the pony for a moment before she realized what it was. The toy, now so deep inside of her that it could be seen bulging her insides was now visible through her belly.

“Woah,” Fluttershy murmured.

“It's pretty deep, huh?” Pinkie Pie whispered huskily in the other pony’s ear. “And we have a lot more to go too.”

“Oh fuck the hell yes,” Fluttershy muttered.

The pair were interrupted by a shriek of ecstasy followed by a stream of babbling from across the house. It was a potent reminder that they were not alone, and that said someone had likely heard them already. For some reason, this didn't bother Fluttershy, though it might have only been a few days ago, now things were different.

Her sexual awakening had come with renewed confidence and an almost brazen attitude. To Fluttershy, that scream felt almost like a challenge, though she refused to answer it, at least at that moment. Pinkie Pie did not resist that urge, and with both hooves gripping Fluttershy’s flanks, she pulled back hard.

Forced to scuttle backward, Fluttershy felt the entire rest of the toy surge its way inside of her ass. Bending and twisting through the recesses of her body, the plastic cock was able to hit deeper than ever. Parts she thought unreachable were now stretching wide, forced to accommodate with the rubbery tip working its way into her.

“Ooooh holy fuck!” Fluttershy screamed, her hooves gripping the bedding tightly. “I can feel it all the way in my belly!”

Pinkie Pie grinned. “Oh yeah, work that fat cock Fluttershy, please your alien partner!”

Fluttershy couldn't help but do as was asked of her, grinding her hips against the machine as it fucked her. The feeling of stretching was incredible, and for once Fluttershy found herself completely unable to hold her tongue. Moans and whimpers of pleasure spilled unbidden from her unwilling lips, her voice rising above the whir of the motor.

She was given only a few seconds to adapt to the massive intrusion, and sudden spreading, however. For as soon as her body began to get used to it, the machine suddenly doubled in speed. Not only that but it also pulled out further, and pushed forward harder, driving Fluttershy to orgasm out of nowhere.

“Fuck fuck fuck fuck fuck!” she cried, entire body twitching.

Hot mare cum spurted from her parted lips, splashing against the now damp bedding between her legs. No respite was given to the cumming mare, who was forced to ride out the pleasure while having her ass pounded by the relentless machine. Lip quivering and back legs shaking, Fluttershy held on for dear life as pleasure coursed through her entire body.

No longer did it feel like she was being taken by a domineering but patient lover, but rather an insistent and demanding partner. Not like she was about to complain mind you, the shift felt so natural, so pleasurable that it was welcomed with open hooves. Her position as a toy to be used was only solidified when Pinkie Pie grabbed her by the shoulder.

Hauled backward against the enormous pillar of plastic dick, Fluttershy was forced to feel each and every inch as it pounded her hole. Pinkie Pie’s other hoof rubbed Fluttershy’s belly, reminding the pegasus just how deep the toy had managed to penetrate. It was so deep in fact that it felt like it was going all the way up to the base of her ribcage, though that didn't seem possible.

Either way, she didn't have time to ruminate on this fact, as the machine had been turned up another notch. The speed, now far greater than when it had all begun, was incredible, mind-blowing, and left Fluttershy shaking. It felt like every last inch of her ass had been stuffed with fake dick, igniting pleasure centers she didn't think she had.

Her body shook, her hooves quaked, and it felt almost like she was being electrocuted. This would have overwhelmed the old Fluttershy and turned her into a gibbering mess of ecstasy. The new Fluttershy merely screamed to the heavens, her inhibitions vanishing amidst the wave of pleasure.

She came suddenly and without notice, her eyes rolling into the back of her head as she orgasmed. Again Fluttershy twitched and shook like a mare possessed, her entire body spasming in time with her clenching pussy. The only difference this time was just how loudly she cried out, her voice so shrill that for a moment Pinkie Pie thought the windows may break.

“Yes, yes, yes, yes!” Fluttershy repeatedly yelled.

“Louder!” Pinkie Pie shouted.

Fluttershy didn't even get a chance to respond to her friend’s command before she suddenly felt the machine lurch again. This time the speed of the thing reached truly ludicrous levels, destroying any coherent thought Fluttershy may have. She simply screamed until her lungs nearly gave out, the orgasm more powerful than anything she had ever felt in her life.

When finally it dissipated, Fluttershy was able to think for a few seconds. It was at this point that she heard how loud the chugging fuck machine was, as well as the audible slaps as it pounded her asshole. The mare was also aware of how a long unbroken moan was spilling constantly from her lips despite the fact that she was not consciously doing so.

More sensations flooded her mind, like the potent stink of sweat and sex that filled her nostrils. Fluttershy could also feel Pinkie Pie’s firm but gentle hooves holding her in place and keeping Fluttershy from falling over. Which would have happened a long time ago since her hooves had lost all ability to keep the pegasus from hitting the floor. Then her head was forcibly cleared of thoughts by the sensation of an orgasm building deep in her core.

“Come on Fluttershy, tell us all about how much you love getting your butt fucked!” Pinkie Pie proclaimed.

“I love it more than anything in the world! I love getting my ass fucked by all kinds of dicks!” Fluttershy yelled.

“More!” Pinkie Pie demanded.

“I love the feeling of stretching, of being controlled, of my ass gaping after a long fuck, I- f-f-f-fuck!” Fluttershy cried out, her tongue falling from her mouth as she came.

Again her body shook, again she moaned loudly, and again the feeling lasted for what felt like forever. She just continued to orgasm for so long that there were only a few seconds between it and the one that came after. Awash in a world of pleasure, Fluttershy lost her ability to keep track of time, or of how many times she had cum.

Then she fell to the ground, Pinkie Pie’s hooves releasing her after what may have been years, or just minutes. For a while, Fluttershy simply lay there, her ass up in the air, and body twitching sporadically. It took a few minutes, but eventually, the pleasure ebbed, and she became aware of her surroundings once more.

Her body was covered in sweat, and her crotch was matted by mare cum. Her throat ached, and her asshole burned, though she felt little desire to continue for once. Instead, the pegasus looked up to the grinning Pinkie Pie standing over her.

“Y-your turn,” Fluttershy whispered.

Pinkie Pie giggled. “That's great Fluttershy, but you gotta take a minute to relax and get your legs back. We were at it for a while.”

“O-okay,” Fluttershy muttered.

The pegasus tried to stand up, only to fall right back over, the toy wedged inside of her shifting uncomfortably.

“Woah there. Lemme lend you a hoof,” Pinkie Pie offered.

Fluttershy chuckled. “That sounds like a good idea. I don't think I can walk.”

“Don't worry about it Flutters. We’ll have some more tea, I’ll get you an ice pack, and if you feel up to it in a little bit I can have a turn!” Pinkie Pie proclaimed.

“Oh, you’ll have a turn alright. A good friend shares after all,” Fluttershy whispered.

Pinkie Pie giggled. “Okey dokey lokey! I’ll hold ya to it!”

Author's Note

Utter Domination

Fluttershy sat pensively at the table, her gaze flicking from her uneaten bagel to a certain table outside the shop. There, sitting in the sunlight was Big Macintosh and Marble Pie, the two ponies eating contentedly. Shy, and awkward, the lovers glanced at one another between bites of their lunch. Neither seemed aware of Fluttershy staring at them on occasion, their gazes never leaving one another or their food.

Fluttershy bit her lip and glanced over to the bundle of flowers she had purchased only an hour earlier. Bright red, like a ripe apple, the roses stood out the most, but the orange lily's added a pleasant difference in coloration. Despite how well thought out, and how close the intended recipient was, the gift remained, ungiven.

“Want me to pop that bagel in the oven for ya for a little bit?” Pinkie Pie asked suddenly.

Fluttershy nearly jumped out of her seat, the mare spinning around to find her friend’s smiling face only a few feet away.

“N-no, it's fine,” Fluttershy muttered dismissively.

Pinkie Pie raised an eyebrow, following Fluttershy’s glance out the window. “You wanna go ask Big Macintosh out, dontcha?” Pinkie Pie asked.

Fluttershy winced. “No. I just… kinda wanna have sex again.”

“Well then you're definitely overthinking it with the flowers,” Pinkie Pie pointed out.

“I just… panicked and thought he might like them,” Fluttershy murmured, the mare all but shrinking into her seat.

“I mean, don't get me wrong, they are nice,” Pinkie Pie exclaimed. “Though you should probably just go up to him and ask if he wants to pound your pooter again.”

“Could you please be quiet?” Fluttershy whispered, glancing nervously about the busy bakery.

“Pfft, it's fine. Everyone expects me to have a bit of a foul mouth,” Pinkie Pie replied. “So what's the plan then, huh? Stare awkwardly at him until he notices and comes over here?”

“Well, I…” Fluttershy gulped. “Don't know.”

Pinkie Pie pulled up a chair to Fluttershy’s right and fell into it. She then wrapped a hoof around Fluttershy’s shoulder and gave the other mare a gentle squeeze.

“Hey now. I know I was bugging you a bit but you really should just go talk to them,” Pinkie Pie stated. “I don't know about Big Macintosh, but my little sister is totally okay with sharing, even with special someponies! One time we even shared a prom date since we both liked Verdant Fields and we had a great time!”

Fluttershy sighed and gestured to the two love birds only a dozen meters away. “What am I supposed to say? Hey Marble, do you mind if I have casual sex with your significant other?”

“I mean, that would be quite honest and forthcoming, which is the basis of any good relationship,” Pinkie Pie pointed out.

“I mean… I guess,” Fluttershy admitted somewhat reluctantly.

“Here, I’ll tell you a secret,” Pinkie Pie leaned in close, whispering in Fluttershy’s ear. “Marble can't take ‘ol Mac the way you can if you catch my drift. Not only that but after chatting with her the other day I also know that they are open to expanding their herd if you surf my wave.”

Fluttershy glanced inquisitively at Pinkie Pie. “Really?”

“Really really,” Pinkie Pie confirmed.

“Huh,” Fluttershy murmured. “I think I might go talk to them… but not right now.”

“Probably for the best. You wouldn't want to interrupt their date, that would be rude,” Pinkie Pie stated.

Fluttershy nodded. “Yeah, I was going to wait till after, but I have a better plan.”

“Oooh, a plan!” Pinkie Pie squealed, the mare clopping her hooves excitedly. “Heck yeah Fluttershy, your gonna knock their socks off then fuck their cocks off!”

“Pinkie, language!” Fluttershy hissed, a bright red blush crossing her face.

Pinkie Pie giggled. “Sorry, Fluttershy. But seriously, you’ll do great. Your the prettiest mare in town, they would be crazy to turn ya down.”

“T-thanks,” Fluttershy stuttered. “Oh and is it a bit too late to get my bagel warmed up again?”

“It's never too late, I’ll be right back!” Pinkie Pie declared before vanishing, along with Fluttershy’s meal.

With the pink pony gone, Fluttershy glanced over at her targets, her mind already whirling with possibilities. She had never dreamed of becoming more than just fuck buddies, but the way Pinkie Pie spoke… Fluttershy shook her head, dismissing the thought, lest her hopes get raised a bit too high.

Though it may have been a bit late for that.

Fluttershy trotted down the beaten dirt road, her head held high, and her right-wing clutching her bunch of flowers. Around her, the towering apple trees of sweet apple acres loomed, their long branches obscuring the bright summertime sky. Cloudless, save for a few tiny blobs of white fluff, the sky called out to Fluttershy, tempting her to take a mid-afternoon fly.

She pushed off such urges however and focused utterly on the task at hoof. Which, at the moment, was just trying to maintain her grit while walking up to Big Macintosh’s house. Which lay directly next to the Apple family farm, the small, squat, one-story building having at one point been a worker home.

Now repurposed to allow the older stallion a place where he could get some privacy with his new girlfriend. It wasn't much to look at, especially given its origin, but it had been given a new coat of paint and had a porch added to the front. Warm and welcoming, Fluttershy felt the last bit of her nervousness fade away and was replaced by an urgent desire to speak to the home’s owner.

Walking up to the door, Fluttershy silently thanked her lucky stars that she hadn't spotted any of the other members of the Apple family. Apple Bloom would be easy enough to brush aside with some half-assed excuse, but Granny Smith and Applejack were far more perceptive. Eventually, she would have to deal with them, but until that happened, Fluttershy was free to come and go unhindered.

She raised a hoof and was about to knock when a sudden bolt of fear shot through her. The mare’s mind conjured images of rejection, stern dismissal, and spiraling drama. A stern shake pushed those thoughts out of her head and allowed Fluttershy to clop her hoof against the wooden door.

After two short clops, she took a step back, fixing a smile on her face as she waited for a response. It didn't take long before she heard the sound of hooves from inside, followed closely by the door opening to reveal the home’s occupant. Big Macintosh blinked and looked down at Fluttershy, a look of confusion crossing his face.

“Howdy, Fluttershy. What can I do for you?” he asked.

“I was um, wondering if we could talk… oh and here. These are for you,” Fluttershy offered, taking her flowers from her wing and offering them to the stallion.

“Wow. I’ve never gotten flowers before,” Big Macintosh muttered. “Feels kinda… nice.”

“I thought you might like them,” Fluttershy added.

Big Macintosh nodded and gently took the plants from Fluttershy before walking inside. He paused after a few steps and glanced over his shoulder.

“Oh uh, come on in. I’m gonna find some water for these little guys,” Big Macintosh offered.

Fluttershy trotted slowly inside, kicking the door behind her and looking around. As expected, the house was simple but well made, and remarkably homey.

A single floor without any rooms save for the bathroom at the back right, the place had a simplistic layout. Next to the bathroom was the back door, while on the other side, was a kitchen, complete with all the amenities. Stove, cupboards, it had everything, and in its center was a large table surrounded on all sides by wooden chairs.

To the left, and closest to Fluttershy was a warm living room, some bookshelves filled with mostly board games and a couch. Further back was the bedroom, which had a movable divider that was currently bunched up against a chest of drawers. The bed itself was large, king size, and big enough for at least three ponies to sleep comfortably, Fluttershy thought to herself.

“So, what did you want to talk about?” Big Macintosh asked, head still inside a cupboard.

“Oh um, just…” Fluttershy gulped. “Just, what happened a few weeks ago.”

Big Macintosh winced, pausing as he was filling up a vase with water from the tap. “Oh what about exactly? I didn't hurt ya or nothing, did I?”

“No, nothing like that,” Fluttershy quickly exclaimed. “I was actually hoping we could maybe, do it again sometime. If that was okay with you and Marble.”

“Oh,” Big Macintosh muttered, relief clearly evident in his voice. “I wouldn't mind, and Marble said she was okay with it provided I told her all about what we erm… do.”

Fluttershy smiled and stepped toward the stallion. “Really? Oh, that's wonderful. I was so worried that I had ruined what you and her had that I well… let's forget about all that. When do you think we could get a chance to erm, do it?”

Big Macintosh hummed, turning around and placing the flowers in the center of the table. After a moment to align it all perfectly, he glanced at Fluttershy, a thoughtful expression on his face.

“I’m not sure. Marble is out in the market for the afternoon but after that we-” Big Macintosh began, only to be cut off.

“We could do it right now,” Fluttershy offered, a grin springing to her face as she stepped even closer to the stallion.

Big Macintosh blushed, and rubbed the back of his neck awkwardly. “Well I suppose we could, but this is all a bit forward.”

“I thought you didn't mind forward,” Fluttershy retorted.

The mare then stepped forward a third time, putting her mere inches from the other pony’s muzzle. Big Macintosh gulped but didn't pull away, his cheeks somehow becoming even redder than they had been a minute earlier.

“I uh did say that, didn't I?” he muttered.

“You did,” Fluttershy declared.

The mare reached up and gently caressed his chin, a coquettish smile crossing her face.

“And I do reckon we have enough time for a bit of fun before Marble comes back,” Big Macintosh murmured absently.

“We have enough time for a lot of fun,” Fluttershy insisted, the mare nuzzling the stallion’s cheek and whispering in his ear.

Big Macintosh shuddered as Fluttershy ran a hoof down his side to the point that it neared his crotch. Only for the limb to recoil, and leave Big Macintosh thoroughly tantalized from the brief touch.

“I should lock the door at least,” Big Macintosh whispered.

He managed a few steps towards the door before a pair of surprisingly strong hooves gripped his shoulders. Before he knew what was happening, the stallion found himself facing Fluttershy and kissing the dominant mare. For a moment, panic reigned, but it passed quickly, and he melted into the embrace, allowing Fluttershy to press forward.

Her lips were firm yet soft, inviting him in, and leaving him yearning for more. He got just that a moment later when Fluttershy’s tongue dipped briefly into her mouth before pulling back. Desperate to feel her touch again, yet strangely resistant to taking any actions of his own, Big Macintosh stood there in a state of shock.

Fluttershy didn't mind, as she could feel his acceptance, and could hear his soft, whispered moans of pleasure. So she pressed on, a hoof caressing his impressive chest fluff, while her lips remained locked to his. Each time she pressed forward with her tongue, she slipped her hoof lower, punctuating her exploration with a tantalizing french kiss.

Then, she had reached the extent of her reach, but rather than stop completely, she pulled back.

“Er, what do I-” was all Big Macintosh could manage before he was suddenly thrown against the door.

Back against the wood, Big Macintosh was quickly pinned by a single yellow hoof. Its twin immediately went down, and gripped his slowly hardening cock, giving it a firm caress. The moan that spilled from his lips was captured by Fluttershy, who pressed her body firmly against his.

Fear and arousal warred in Big Macintosh’s mind, only for his lust to win out and his dick to emerge fully. Fluttershy wasted no time in grabbing it and beginning to pump it while holding him against the wall. Though it all she continued to kiss him, never allowing the stallion to do anything she didn't want him to do.

The role reversal was an odd one, but for some reason, neither party was able to put it to words, they didn't mind. Fluttershy had become more and more dominant as she had explored her sexuality, while Big Macintosh remained quiet. He had always been reserved, and soft-spoken, so taking the back seat during such an intimate encounter didn't feel that strange.

Even as the large stallion felt his cock get roughly pumped by the domineering mare, he couldn't bring himself to try and take charge. At that moment he was her toy, and something about that made him feel incredibly hot under the collar. Fluttershy only became more turned on when she felt the full length of Big Macintosh’s cock in her hoof.

Fluttershy pulled back, breaking the kiss to stare Big Macintosh in the eye. “Bed, now,” she demanded.

Big Macintosh nodded meekly and did as he was told, trotted over to the bed in the corner of the room. He managed to climb atop it before a firm hoof knocked him over and onto his back. The pony who had shoved him appeared over him a moment later, a wide, confident smile on her face.

“Now, lay still,” Fluttershy ordered.

Big Macintosh nodded, laying perfectly motionless on his back while Fluttershy reached under her wing. The mare produced a bottle of what looked like lube and swiftly popped the top, surprising Big Macintosh.

“I came prepared,” Fluttershy exclaimed with a smirk.

There was no time for questions, as Fluttershy reached forward, and grabbed Big Macintosh’s cock. The massive pillar of pony dick rose high into the air, gripped tight by Fluttershy’s hoof. Its twin had a dollop of lubricant squirted on it before it began to caress the stallion’s appendage.

Up and down went her hoof, ensuring that every last inch was covered in a liberal application of the slightly sweet-smelling liquid. She didn't rush, however, taking time to physically appreciate the absolutely mammoth appendage before her. Large enough to rearrange her insides, the stallion’s dick was only half-remembered by the mare.

Seen only by what light managed to slip through the bottom of the closet door, Fluttershy knew more about what it felt like than what it looked like. Veiny, throbbing, and so large that it was nearly as long as her foreleg, it was an intimidating sight to the mare. It was also an incredibly arousing one, the pegasus confident that she could take it given her recent experiences.

“Go slow, alright. I don't wanna hurtcha,” Big Macintosh muttered.

Fluttershy smirked. “I will take you at whatever speed I desire to, and you will like it.”

“Yes ma’am,” Big Macintosh exclaimed.

“Good boy,” Fluttershy remarked, patting the stallion on the chest. “Now then, let's get to the fun part.”

Big Macintosh nodded dutifully, the stallion watching as his partner started to get into position. First, she laid his cock against his chest, and then she mounted him, positioning her ass near the tip of his dick. A little bit of shifting around later, and Fluttershy had gotten everything where she wanted it to be. Her gentle hoof held Big Macintosh’s slick dick against the entrance to her hole, and her leg muscles clenched, ready to push back.

“Are you ready, cutie?” Fluttershy asked.

Big Macintosh bobbed his head eagerly.

“Then tell me how much you want it,” Fluttershy demanded.

“I uh… really really want it,” Big Macintosh blurted, his speech getting quicker the longer he spoke. “I couldn't stop thinking about you ever since the party.”

“You missed me, and you missed this ass,” Fluttershy teased, wiggling her hips back and forth.

Big Macintosh nodded. “Noone can do what you can. Marble tries, but she just can't.”

“Maybe I’ll have to give her lessons some time,” Fluttershy offered, her eyes widening. “Judging from the way your cock throbbed, you like that idea.”

“I uh… do,” Big Macintosh murmured.

Fluttershy giggled. “We’ll cross that bridge when we get there. For now, let's just enjoy ourselves, hmm?”

“Yes ma’am,” Big Macintosh exclaimed.

Fluttershy didn't waste a moment longer, the mare pushing her hips back and spearing herself on the male’s length. The wide flat tip of his cock was bigger than most, but with a bit of lube, some determination, and a lot of experience, Fluttershy took it with little struggle. After it popped inside her, she smiled, and wiggled her hips briefly, getting used to its thickness, as well as how it stretched her hole.

Only a few seconds later, and she was ready for more.

The mare’s hips pushed back, and several inches slid inside of her, stretching Fluttershy’s well-trained ass muscles. Hours upon hours spent getting railed by nearly all of her friends had given her the experience required to take it with ease. Even then, no toy, magically enhanced or grown cock could match Big Macintosh’s Apple family genes.

Pinkie Pie’s fuck machine was close, but even that didn't have the sheer girth and raw thickness that Big Macintosh had. Still, it was close enough that Fluttershy needed little time to adjust, stopping every few inches to wiggle before continuing. With a forehoof pressed against her lover’s chest, Fluttershy controlled exactly how fast she went.

Big Macintosh merely laid there, his eyes wide as he felt his cock surge into his partner’s depths. The lube could explain a lot, but even then, it couldn't explain how she was able to take so much of him so quickly. It wasn't even that tight either, the mare’s body somehow able to adapt faster than what he had thought possible. There was only a brief moment of vice-like tightness before it shifted into a warm, welcoming embrace.

Head against the pillow, and legs splayed across the sheets, he was left with nothing to do but look on in amazement. As above him, a supermodel wiggled her hips, shifted her hooves, and pushed back once again. It had little more than a minute at that point and already she had managed to take over half of him.

At this midpoint, Big Macintosh noticed that a small, but very noticeable bulge had appeared in her belly. There, just above her pert, and perky teets, was the visible indent that the head of his cock made in her svelte form. It felt almost like spitting on a painting to ruin her perfect physique, but Big Macintosh brushed aside that thought.

“Tell me I’m pretty,” Fluttershy demanded suddenly.

Big Macintosh looked up at the mare and nodded. “Your uh, right pretty miss Fluttershy. The finest mare I’ve ever laid eyes on.”

“Go on,” Fluttershy urged, her hips gyrating in a slow, circular motion.

“I err..” Big Macintosh grit his teeth as a wave of pleasure washed over him. Once gone, he shook his head and looked up into Fluttershy’s large, expectant gaze. “Yer drop dead gorgeous is what you are. I don't think there's another mare or stallion in all of Ponyville who could compete with you.”

Fluttershy grinned, and she leaned down, planting a brief, wet kiss on his lips. “Good boy. Now lay back, I’m going to ride you now.”

“Yes ma’am,” Big Macintosh muttered.

He made sure to lean back, and simply watch, resisting any urge to become an active participant in what was happening. Which was difficult, as his natural urge was to buck his hips, and attempt to take charge, no matter how futile that may have been. Fluttershy was wearing the pants now, and that same instinct told the male that to try and take control would not work.

So he laid there, merely watching as that bump in Fluttershy’s midsection moved further and further up her body. It seemed like it was just going to keep going forever, past even her ribs, but it stopped before that could happen. With only a few short inches left, the mare seemed to have finally reached an obstacle in her descent down Big Macintosh’s cock.

The medial ring was just too big, or at least that's what the male thought, though one look at Fluttershy was enough to dismiss that notion. Big or not, she wasn't going to let that stop her, and the determined expression on her face told Big Macintosh that it wouldn't be in her way for long. Sure enough, with a grunt, and a wiggle, Fluttershy threw her hips back, impaling herself fully on her lover’s length.

“Fuck the hell yes,” Fluttershy muttered aloud.

“Mmm, you’ve gotten real good at this,” Big Macintosh muttered.

“You haven't seen nothing yet. I’m going to ride you like a rented cart,” Fluttershy declared.

Big Macintosh opened his mouth to respond but instead said nothing, merely gaping like a fish.

Fluttershy meanwhile, just smiled, shifted her hips, adjusted her grip, and prepared herself for what was coming next. Big Macintosh tried to do the same, but even he could not fully make ready for the beating his crotch was about to get. A beating Fluttershy held no qualms in giving, with the mare lurching forward, only to slam back down once more.

The soft thump, of flesh meeting flesh, was punctuated by a surprised yelp of pleasure from Big Macintosh. Even with Fluttershy’s determined look, and confident words, he had not expected anything quite so forceful. And Fluttershy didn't let it rest there either, eagerly riding Big Macintosh exactly as she said she was going to.

Sliding forward, over his medial ring and to the extent of her flexibility, Fluttershy paused for a moment. Then she threw herself backward until her crotch and Big Macintosh’s met once more with an almost violent slap. She repeated this over and over, never letting her lover catch his breath, or really adapt to her level of force.

She just kept pushing herself, revealing a surprising amount of muscle that she hadn't had the last time they had been intimate. All the hours spent getting fucked, and fucking her friends were coming in handy, as Fluttershy pushed herself hard. Faster and faster Fluttershy went until she reached the point that even she could not push herself any further. A blur of motion, and pleasure, Fluttershy had reached a truly breakneck pace and showed no sign of slowing.

Any last lingering desire to get involved himself vanished from Big Macintosh’s mind. It was all he had just to hold on, hooves digging into the bed, and watch as Fluttershy rode his dick. And watch he did, observing closely as the grinning mare flew back and forth, her wings twitching as rode him.

Her wide, confident expression ignited something in the male, some hidden desire to serve and be submissive. Just looking at her for more than a few seconds made Big Macintosh want to ask if she needed him to do something. He shook off that notion and simply focused on enjoying himself, a task he did not find difficult one bit.

Fluttershy seemed to be enjoying herself quite a bit as well, given the soft, half-whispered moans that spilled from her lips. Though dwarfed by the loud grunts of ecstasy from Big Macintosh, those gentle little groans were like music. She was enjoying herself and was continuing to do so, even as Big Macintosh basically just laid there.

They had gotten what they wanted, and in Fluttershy’s case, that was a firm, dominant hold on her lover. He moved when she wanted him to, and remained still when he willed, keeping a firm hoof on his chest throughout it all. Smiling to herself, Fluttershy savored the sensation of having that long, thick cock plow its way deep inside of her.

The feeling of stretching was more incredible than Pinkie Pie’s toy, thicker than even a powered-up Twilight Sparkle. Not only that, but with her on top, she could move just as fast as Rainbow Dash, and was every bit as passionate as Rarity. It was the culmination of all the partners she had taken, and all the raunchy sex Fluttershy had with her friends over the past few weeks.

She put all of it to use riding Big Macintosh, maintaining her incredible pace for nearly fifteen minutes. She could have gone for longer, but Big Macintosh was getting close, the male’s grunts becoming louder. Meanwhile, Fluttershy had been riding the edge of her orgasm for nearly that entire time, holding off in order to make the eventual release that much better.

“Are you close, big boy?” Fluttershy whispered, slowing her speed ever so slightly.

“Y-yes,” Big Macintosh muttered.

“Are you going to ask nicely to cum inside me?” Fluttershy asked.

Big Macintosh gulped. “May I cum inside you, miss Fluttershy?”

“Tell me you want it, tell me you need it,” Fluttershy demanded.

Big macintosh winced, his balls twitching as seed prepared to flood his lover’s insides in a tidal wave of jizz. It took everything he had not to orgasm when Fluttershy began to squeeze down on his cock using her internal muscles. Thankfully the male was able to hold off for just a little bit longer, giving him time to beg for what his body wanted of him.

“I need you, I need to feel my cum pouring inside of you, and fillin’ you up!” Big Macintosh blurted.

“Then, give it to me!” Fluttershy shouted.

The pegasus bounced twice more before finally slamming into Big Macintosh’s crotch with a loud, wet slap. She had timed things perfectly, as the very moment his cock plunged as deep as it could go, Big Macintosh came. His hooves gripped the sheets even tighter than his lips held one another, though that didn't stop a long, throaty moan from spilling forth.

Fluttershy didn't remain immobile for long, however, as she soon began to grind herself against the male’s crotch. That wasn't all she did though, as she also squeezed down around his length with her powerful inner muscles. All at once, Big Macintosh’s already titanic ejaculation became a true tidal wave, flooding the mare’s guts with seed.

Spurt after spurt shot into her depths, all while she continued to move, and have her own orgasm. Though intense, Fluttershy had experience riding out her pleasure and remaining in motion at the same time. Allowing her to keep on shifting her hips and riding while getting her ass pumped full of piping hot stallion cum.

This continued for what felt like forever, though was probably only a minute or two at most. In the end, Fluttershy fell still, panting, and relieved, but still smiling. Big Macintosh had to shake his head to dismiss the cobwebs that clung to the inside of his head. When he did, he was greeted with the impressive sight of a rather bloated belly resting against his own.

No longer was the head of his cock visible within the mare’s stomach, the indent having been replaced by a slight paunch. Every slight movement she made prompted the jiggly mass to shake and slosh about. Touching it gently, Big Macintosh rubbed the mare’s stomach in slow, careful motions.

“You did a wonderful job,” Fluttershy exclaimed.

“I didn't do nothin’,” Big Macintosh retorted. “It's you who did a good job.”

Fluttershy giggled and opened her mouth only to be cut off when the door opened.

“Hey Mac, I’m home. Pinkie Pie suggested I come back early with muffin…” Marble’s explanation ended the moment her gaze landed on Fluttershy and Big Macintosh.

“Oh shoot, Marble,” Big Macintosh muttered.

The stallion attempted to move Fluttershy, but the dominant pegasus put her hoof down and stopped that. Then before anyone had a chance to speak, Fluttershy pointed a hoof at Marble, and then down to herself.

“Come here,” demanded the pegasus.

“Oh um, okay,” Marble muttered.

The pony trotted awkwardly next to the bed and looked up at Fluttershy.

Who smiled down at her. “I heard you were interested in doing this with him,” Fluttershy offered, gesturing to her stomach and then to Big Macintosh.

“I um, was,” Marble admitted, a blush crossing her face.

“Then I’m going to walk you through it, and together we are going to have some fun. How does that sound?” Fluttershy asked.

Marble gaped silently for a moment before finally turning down and looking to Big Macintosh for support. The male simply shrugged awkwardly, as if to give his consent for her joining, and offering Marble little in the way of direction. The earth pony mare looked back to Fluttershy and immediately felt her resistance melt away.

“I’ll just uh… put the muffins away and lock the door first,” Marble murmured.

“You do that dear. Then you will come back here and kiss me,” Fluttershy stated.

“Y-yes ma’am,” Marble exclaimed before hastily trotting away.

Fluttershy grinned and watched as Marble scampered across the house. Now no longer holding a box of baked goods, and with the door to the house firmly locked, Marble began to climb the bed. While she did that, Fluttershy couldn't help but grin to herself, a flurry of ideas spinning through her head. She didn't give them much thought, however, as she had all day to explore them to their absolute fullest.

Oh yeah, this is going to be fun. Fluttershy thought to herself.

Fluttershy lay in the middle of the bed, a cigarette poking out of the side of her mouth. She absently took a drag and blew the smoke straight up before putting the thin smokable back between her lips. Glancing around at her fellow bedmates, Fluttershy noted a few things.

For one, Big Macintosh was completely out of it, the stallion having fallen into a deep sleep. Despite just how exhausted he had been, he still continued to clutch needfully to Fluttershy’s side. Much like Marble did on Fluttershy’s right, the mare burying her face in the crook of her new lover’s shoulder.

It was adorable, endearing, and made Fluttershy kind of wish she had her own dick so she could fuck Marble with it. She pushed aside such thoughts though, putting them away for later, after she had a chance to have a nice long sleep. After that, she’d have a shower and a good breakfast. After that, she’d consider taking Marble and Mac out for another few rounds.

Until then, she was going to enjoy the comfortable, if a bit sticky, sheets.

“Damn, I’m good,” Fluttershy whispered to herself.