To Soothe the Neurotic Beast

Chapters

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9

Chapter 1

The last major clue that Fluttershy needed came unexpectedly during teatime.

She and Rarity had been invited to the Golden Oak in a rare lull in Twilight's otherwise-busy schedule. It was a brilliant spring day—buttery warm sunlight shone down, but with enough of a cool breeze to keep everything the perfect temperature. Spike had apparently, after finishing his morning chores, declared it "perfect napping weather", and retreated to his bed upstairs.

Fluttershy frowned minutely into her teacup, as she peered over its rim at Twilight. The three of them were seated around the table on the ground floor of the library. Distracted as Twilight was in conversation with Rarity, and hidden as Fluttershy was by the teacup and the fall of her long mane, she was confident in her subtlety.

Well. As confident as she ever was about anything.

Nevertheless, she was noticing another in what she had come to realize was a series of odd behaviors from her bookish friend. Namely, that while she appeared to paying close attention to Rarity, there was something just the tiniest bit... off in her gaze. Her mouth was slightly open, her eyes minutely more vacant than they should be.

Had Rarity been talking about the latest drama out of Manehattan's fashion scene, or why Fix Stitch's latest line was "an absolute travesty, you understand of course", that might be expected. Fluttershy knew that Rarity didn't actually expect participation from her conversational partner during such diatribes, merely that they nod and agree in the right places.

But today, Rarity was describing in detail the way that a particular stitching technique worked, and the interactions that it had with the fabric she was using. Twilight was normally enraptured by such discussions, being a student of the school of Everything Interesting whose purview included effectively everything. The more intricate and detailed, the better.

So, Twilight's apparent disinterest was... off. Fluttershy wasn't quite sure what else to call it. It was something she'd noticed several weeks ago, and had made a mental note to keep track of. Ever since, she had kept it in the back of her mind, and quietly attempted to narrow down both the nature of her friend's strange behavior, and its cause.

Two odd pieces of behavior had emerged once she'd begun looking for them.

The first: as she was doing with Rarity now, Twilight had developed an uncharacteristic habit of lapsing into inattention. Fluttershy had noted it happening on multiple occasions with Rarity, Pinkie, and Mayor Mare, but not even once with Spike, Lyra, the twins at the spa, Bon Bon, or Big Mac. The time of day, or day of the week didn’t seem to make a difference.

The second, and much stranger: occasionally, she would blush brightly, and excuse herself in the middle of a conversation. She would apologize and quickly teleport away, and simply be gone for the rest of the day. This usually (but not always) followed a bout of the previously-noted inattention.

"—you agree, surely, Fluttershy, dear?" Came Rarity's voice, piercing Fluttershy's musing.

"Hm? What was that, Rarity?" Fluttershy turned to Rarity and raised her head above her teacup to indicate polite attention.

"Oh, I was just telling Twilight about the piece I'm working on at the moment. I mentioned that I'd showed you the sketches, and asked if you agreed that they were stilling missing that little..." Rarity waved a hoof in the air negligently, "...je ne sais pas they need to make them just pop."

Fluttershy nodded. "I remember. Um, I thought they were very good." Rarity inclined her head, and raised a single eyebrow, and Fluttershy blushed and turned away. "...well, okay. I did think that they weren't quite as good as some of your other pieces."

Rarity leaned back, satisfied, and crossed her forelegs with a satisfied grin. "You see? Still missing something. In fact," she said raising a hoof, "why don't I show you, Twilight? Perhaps I simply need the opinion of the 'pony on the street', as it were. With both Fluttershy's and my background in tailoring, perhaps we're simply too close to the problem..."

Rarity turned to the overstuffed saddlebag leaning up against her stool, and began digging through it for her sketchbooks. As she did, Fluttershy glanced over at Twilight to gauge her reaction.

The alicorn had lost the glazed look in her eye and was paying Rarity her full attention once more. That was interesting. When Rarity had been speaking about something that Twilight normally found interesting, her attention had wandered. But during this pause in the conversation, the spell had been broken. If Twilight was preoccupied by something, it would make sense that a change in the conversational flow would temporarily make her focus. Could that be what had happened here?

A huff of frustration to her left had Fluttershy turning to look at Rarity. "I know it's in here somewhere. I distinctly remembering taking it this morning! My apologies, girls, it seems this poor bag is a bit, ah, over-engaged. Just a moment longer..." With a decisive motion, Rarity shifted the bag away from her stool, and bent fully over, nearly burying her nose inside the saddlebag.

If she hadn't been on high alert for it, Fluttershy would have missed it. As it was, it was only long years of practice at listening for tiny changes in breathing and vocalizations in small creatures that enabled her to detect it at all.

First, Twilight gave a little gasp. Then, she stopped breathing. Fluttershy carefully—carefully!—glanced at Twilight without moving her head. Twilight was staring intently at something, her pupils blown wide, biting her lip slightly.

Fluttershy followed her gaze to find... Rarity's rear. The unicorn had bent over completely upon her stool in her quest for her sketchbook, and her flanks were visible, waving above the table edge, with her tail lifted high into the air to help balance in such a precarious position.

From her right, where Twilight was seated, Fluttershy heard a forceful exhale, though it was muffled, as though Twilight was trying to conceal it. It was immediately followed by a strange, soft sound that Fluttershy couldn't identify. As if something had tapped the underside of the wooden table, but gently.

Fluttershy peered at Twilight out of the corner of her eye. If her suspicion was correct, Twilight was about to—

"Oh, shoot, I'm really sorry girls! I just remembered that I have to take of something! Gottagobye!"

--followed by the telltale pop-sizzle! and magenta flash of a teleport as Twilight vanished. And, as Fluttershy predicted, Twilight had been blushing absolutely beet-red before her departure. However, there were two key pieces of information that she'd never been close enough to notice before.

First, the magical flare of a teleport hadn't just encompassed Twilight. It had been easy to miss, because unless Fluttershy had been looking for anything out of the ordinary, she would have dismissed it, if she'd seen it at all.

There had been a separate flare of magic that wasn't connected to Twilight at all, centered on the table's underside just in front of where she'd been sitting.

Second had been the briefest whiff of a scent that, while slightly different in texture than she was used too, was an unmistakably musky smell that she most commonly associated with certain mammals in the springtime.

Certain male mammals.

Fluttershy narrowed her eyes in suspicion. All her clues were beginning to point in a very particular, very strange direction. Before she had met Twilight, such a thing never even would have occurred to her. But simply being associated with the magical mare had exposed her to a great deal of strangeness, both of the arcane variety and the merely mythological.

"Aha!"

Rarity straightened and held her sketchbook aloft triumphantly. Startled by the exclamation, Fluttershy flinched and tumbled off her stool.

"Here we are!" she cried. Then she blinked, noted the sprawled Fluttershy and the missing Twilight, and frowned. "Oh," she said, "Did I miss something?"

Later, safely at home, Fluttershy was contemplating what to do with her newfound suspicions.

She had read enough of Rarity's beloved mystery novels to know that she had to assemble all the information she could before she jumped to any conclusions. While she felt certain of her current conclusion, she knew that she needed something more compelling than odd behavior, and a brief scent. This was something that was troubling her friend—she wanted to be sure. She owed that to Twilight.

It was impossible to befriend Twilight Sparkle, and not learn new things. Some of those things were strange and frightening, but others were mundane and useful.

One of those things was how to test an assumption.

Fluttershy was fuzzy on the specifics—Twilight had been waxing philosophical, and Fluttershy had been listening more to the sound of her voice than actual words—but she knew that one of the most important parts was performing a test to verify your assumptions.

Which was all very well, but now she had to come up with a test that had a chance of proving anything. And in order to do that, she would need to...

...oh.

Oh dear.

Fluttershy collapsed onto her sofa and covered her face with her forehooves. "Oh no... Angel Bunny, I'm not sure if I can do this..."

Chapter 2

The plan came to her at once, almost fully formed.

Finding out Twilight's schedule was a simple matter of asking the alicorn in question. The scroll she had pulled out had been intimidatingly-long, but luck had been with Fluttershy—there was a free slot at just the perfect time several days away. Twilight agreed to meet with Fluttershy then, and Fluttershy went back home, satisfied that everything was in place.

Plenty of time to work through her nerves.

Or, as it turned out, stew endlessly in them.

It hadn't helped that just contemplating the particulars of her plan had been enough to leave Fluttershy heated. She had spent more than one evening getting reacquainted with a toy she kept in an intentionally-unremarkable box beneath her bed.

Now, she ran the brush through her tail one last time before setting it aside, and giving the tail a critical look in the mirror.

She turned to Angel Bunny, who was watching from his perch atop her nightstand. "What do you think?"

Angel Bunny cocked his head first to one side, then the other. He tapped one paw against his mouth in thought for a moment, then perked up. He dove off the bed, pulled open a drawer on Fluttershy's wardrobe and rooted around inside for a moment. He pulled something green out of it, then raced back atop the bed, and held it up for Fluttershy's approval.

It was a pale green bow, meant to be tied at the base of a pony's tail. Fluttershy's face burned red, and she gulped. "Are you sure? Isn't that a little, um," her voice rose into squeak, "racy?"

Angel Bunny looked down his considerable nose at her, raised an eyebrow, and thumped a foot impatiently.

Fluttershy quailed, staring at the bow. Then, she closed her eyes, took a deep breath, and recited to herself,

"When dearest friend is in a slew of trouble
a helping hoof you offer on the double."

She opened her eyes, took the bow from Angel Bunny, and tied it around the base of her tail. A little shiver ran through her, as she imagined Twilight looking at it and following the curve of her body. Approaching and running a hoof along her side...

She gulped, and adjusted the rest of her outfit. She ensured that it wasn't bunching up anywhere, and that nothing was torn or ill-fitting. After a final once-over in the mirror, she nodded, satisfied.

She glanced at the clock. Just in time to meet Twilight.

Fluttershy waited on the path at the edge of Ponyville that led to the Whitetail Woods. As scheduled, the weather was warm, and a gentle breeze stirred occasionally. This was not a coincidence—part of planning this excursion had involved checking the weather schedule, then double-checking with Rainbow Dash to ensure that there were no surprises planned.

After an interminable wait, Twilight finally (and probably precisely on time) came trotting up the path. Fluttershy gave a tiny, relieved sigh, glad to finally have a distraction from her thoughts, despite the distraction being the source of those anxious thoughts.

As Twilight drew within speaking distance, Fluttershy smiled, waved, and watched.

At Fluttershy's wave, Twilight smiled and waved back, and then as she drew close enough to make out details, her gait hitched, and her smile flickered. Her expression took on a blank, shocked quality, before the smile returned, now somewhat strained.

"Fluttershy! You're looking uh..." Twilight trailed off for a moment, her eyes wandering across the pegasus, "...very nice today."

While this had been part of the plan, Fluttershy had not been prepared for the way that Twilight's reaction would make her feel. Her stomach gave a little flutter, and she felt a tiny ember of pride kindle deep within herself.

Twilight thought she looked nice.

She looked back at herself, turned in a little circle and smiled sheepishly. "Oh, this? It's pretty much what I usually wear when I go checking for late sleepers this time of year. I usually end up having to get down into the dirt, and this helps keep the worst of everything out of my coat and my mane and tail."

While this statement was technically true, the words pretty much were doing so much work that they could easily support a family of six, with enough in the budget left over for an exotic annual vacation.

Fluttershy was wearing a set of black, full-length socks on each leg that Rarity had given her as a gift years ago. They were just a touch too tight these days, and produced tiny muffin tops at the top of each, particularly on her rear legs, where they stopped at her upper thighs. She had tied her mane back into a queue that doubled back upon itself to form a simple loop. That would keep her mane out of her face, and Rarity had once told her that it made her look like "the innocent girl next door, but on the hunt, darling".

Reasoning that if it worked once, it would work again, she had done the same with her tail—tied up and doubled back so it formed a loop. It felt a bit strange when she moved it, as though it had been shortened, and a weight had been tied to the end. She'd found herself swishing it back and forth absentmindedly, familiarizing herself with the odd sensation.

At the end of her legs, she was wearing a set full set of thin, but sturdy, white sandals that laced up in a complex series of straps that had taken her half an hour to put on.

Finally, was Angel Bunny's addition of the pale green bow at the base of her tail.

"The black socks help hide the dirt," which was true, "and the sandals are disposable," which was not. Or, it wouldn't have been, except for the fact that she had never worn them in all the years she had owned them, and she indeed planned to dispose of them after this little stunt.

She turned slightly and flicked her tail thoughtfully. "The bow is just for fun, though." She turned back to Twilight and gave a small smile edged with a hint of sheepishness.

Twilight's expression had acquired that glazed look that Fluttershy had noted recently. That was already evidence in favor of her suspicion. However, her nerves were jangling, and she wasn't sure if she could keep up this degree of obvious flirtatiousness for much longer. It was time to dial things back.

"Come on. There's a family of the cutest little hedgehogs you've ever seen just a little way down the path, and I like to check on them first," she said, turning and beginning to trot away.

After a moment, she heard Twilight's hoofsteps following her, and breathed a small sigh of relief. Now she could just do the job as usual, and fall back on old habits. While inviting Twilight along had been part of her test, she really did need to check on the inhabitants of the woods. She tried not to think too hard about Twilight following directly behind her, or what sort of view she had.

"Thank you again for coming with me, Twilight," she said over her shoulder. "It's mostly just a courtesy to these last few animals, but there's usually a few of them that need a little extra wake-up call. It's nice to have some company for this."

Twilight drew level with Fluttershy until they were trotting side-by-side. "Uh, I'm happy to join! The way Ponyville's rural ecosystem functions is fascinating, and I've, um," she paused, blushing, "always been a little embarrassed at how badly I messed up during my first Winter Wrap-Up here. It'll be nice to get a chance to help in a slightly lower-pressure environment."

Fluttershy giggled, remembering the unfortunate chain of accidents that had begun with Twilight's mortal panic at being confronted with a face full of sleepy snakes, and ended with a bath in a tub of tomato juice, covered in bee stings. Fluttershy still felt a little bad about that—if she'd known the poor unicorn was so afraid of snakes, she would have started her on something a little cuddlier, like the chipmunks.

"Well, no snakes this time, I promise. The only things along this route are that den of hedgehogs I mentioned, three chipmunk burrows, and a squirrel couple near the end."

As they continued along the path, Fluttershy found herself relaxing as she explained each of the animals' dens they came across, and the role of each in the greater ecosystem of the woods. Twilight, unsurprisingly, was an avid listener, and an ardent student. It hadn't taken long for the strain of uncertainty to fade away, and she began asking questions. Which fruiting trees depended on precise timing? What happened if the hedgehogs woke up earlier than usual? How resilient was the undergrowth to a missed rainstorm or two?

"I'm surprised," Twilight admitted, after a thoughtful silence.

"At what?" Fluttershy replied.

Twilight tossed her head slightly, gesturing with her horn at everything around them. "When ponies talk about the way the Everfree is so wild and frightening and untamed, and the way everything else is carefully controlled by ponies, I always assumed that meant... well, everything! But," she said, looking around the sun-dappled greenery punctuated by the gentle buzzing of the insects and the scurrying of small animals, "well, it seems that all of this could go right on working all by itself without our assistance."

Fluttershy giggled. "You're not the only pony to think that it all takes lots of management. Most ponies do. It doesn't help that a lot of what we teach, and the way we behave all sort of reinforce it. While we control the weather, and the growing, and help shepherd the little critters from place to place, the truth is that nature doesn't really need any of that. It helps! But if every pony vanished from the world tomorrow, everything would keep right on working, more or less. There are plenty of places in the world without ponies to control things, and we haven't always even been here in Equestria."

"Well... with one exception," Twilight said.

"Oh?"

"I think they'd be in trouble if every pony vanished—somepony's got to control the sun and moon!"

Fluttershy blushed. Of course Twilight would be the first to remember her mentor. "Oh! You're right. I suppose I kind of take Celestia—and Luna, now—for granted."

After that, they lapsed into a comfortable silence, the crunching of the dirt the only sounds besides the natural chorus. It occurred to Fluttershy that she didn't really spend much time with Twilight by herself. And wasn't that a shame? She was an excellent conversationalist, and had the uncommon skill of actually listening when Fluttershy spoke. Not many ponies did that. Not truly.

Fluttershy felt safe around Twilight. Not just because she had been a unicorn with once-in-a-generation levels of magical power, along with the knowledge to use it. Nor even because she was now an alicorn, a princess, and a peer of two ponies who controlled the very heavens.

Instead, it was because Fluttershy trusted Twilight not to hurt her. In Fluttershy's experience, the list of ponies who could claim that was quite short. It wasn't that other ponies set out to do so! No, they just tended to be rather careless in their speech, or their actions. Or, they would simply not notice her in the first place, which was its own kind of pain.

And, if Fluttershy were being honest with herself, it didn't hurt that Twilight was an attractive mare. When she had first come to Ponyville, she had been a small, slightly underweight little thing. But it was more than just simple looks—it was her bearing, her poise under pressure. When she had stood fast before Nightmare Moon and refused to give up. When she had faced down Discord, wreathed in righteous certainty, and the strength of her bonds. Even when she had simply delivered news from the Princess about the sleeping dragon outside of Ponyville. Twilight was a natural leader, and that confidence was all the more attractive for the way that she seemed completely blind to it.

It didn't hurt that her alicorn transformation had gifted her with a huge set of absolutely gorgeous wings that any pegasus could appreciate. Not to mention the extra muscle definition that went with the earth pony influence in the transformation.

Fluttershy shook her head. They had arrived at the third chipmunk burrow, and she had to focus. When she'd checked in on the first two dens, she'd found them bright-eyed, bushy-tailed and awake. It wasn't until the third and final chipmunk den that she had to focus again, and remembered her other purpose for being out here with Twilight.

A brief glance at the den showed no activity, or signs of recent use. A frission of unease ran through her as she suddenly remembered all the extra frippery she was wearing. A wave of self-consciousness swept through her, and she could feel every unaccustomed inch of the socks on her legs, the pressure of the sandals' straps, and the bow tied around her tail's dock.

Her tail gave an involuntary flick, and the extra weight from the looped style she'd left it in sent it swinging wide, right as a cool breeze swept through the trees. She flinched at the sudden coolness on her more sensitive parts, combined with the rustling of the windswept forest.

"F-Fluttershy?" Twilight said, "Are you okay?"

She gritted her teeth and fluttered her wings slightly. "I'm, um, fine," she said. "That breeze just surprised me. I need to check in on this den," she said, moving off the path and into the underbrush. "It doesn't look like there's been any activity yet, so I need to see if any of the little critters are home."

She took to the air, and hovered over the worst of the underbrush, then landed a few paces away from the chipmunk burrow. She carefully picked her way through the twigs and brush until she was in front of the burrow entrance.

This particular burrow was dug into the lee of a short, earthen wall that was topped by an old oak tree, and reinforced by its roots. A small hillock surrounded the burrow's entrance like a tiny, mossy rampart. Fluttershy pushed forward and draped herself across the hillock, then crawled forward until she was close enough to stick her head into the den's entrance. She winced as something sharp dug into her chest, and she wriggled until she was able to dislodge whatever pebble or twig had gotten stuck there. The soft dirt, still damp from recent rains, shifted underneath her, and she slid forward another several inches with a quiet yelp.

Once she was certain that she was stable, she wiggled in place slightly. Her position was awkward—her rear was higher than her head, as it was draped over the hillock behind her. She turned her head slightly so that she wouldn't be shouting into the burrow. "Um, Twilight?" she called, "Could you come here, please? It looks like the rains have washed this out a little more than it was last spring. I might need some help getting out."

"Oh, of course! Are you okay?" Twilight's voice carried a hint of worry.

"Oh, yes, I'm fine. I just slipped a little bit. That happens sometimes out here."

She waited until she heard Twilight's hoofsteps behind her, then returned her attention to the burrow. She peered up at the earthen wall above the burrow, and found the thickest of the roots snaking through it. She reached up, and gently knocked twice with a forehoof.

Then, she waited, and listened. Sometimes it took several minutes for the little critters to wake up, so she wriggled into as comfortable a position as she could manage with her rear in the air, and tried to focus on the burrow. She idly swished her tail as she waited, and absentmindedly began maintaining a pendulum motion with the extra weight at the end of it.

Finally, after a minute or two of waiting, she heard the lethargic shuffling of tiny feet deep within the burrow.

Not long after, the scurrying sound turned into a scurrying chipmunk, blinking even against the dim light that was filtering past Fluttershy. "Oh, hello there, little one! Are you and the rest of your family okay? You've been sleeping for quite a while now."

With sleepy chirps, and tiny squeaks punctuated by itty-bitty yawns, the chipmunk reassured her that the whole burrow was doing fine, but thanked her for the wake-up call. They'd foraged well last fall, and may have slept a little too deeply in their last nap before springtime.

Fluttershy giggled and wished them well. Now that they were awake, they would be fine in a day or two, and the chipmunk had assured her that they had plenty of food to tide them over until they were all feeling more awake.

Fluttershy wriggled backward until her head was clear of the roots and dirt, then straightened up. Bending forward in that position had left a crick in her back, so she stretched and arched her back inward and spread her wings. She held the pose for a moment, then relaxed, and shook herself out before folding against her back.

She looked up, and was momentarily blinded by a ray of sunshine. It had moved to just the right point in the sky to pierce a thin gap in the leaves above, and shone straight onto her face. She blinked it away, and turned around to face Twilight. "Good news, the chipmunk says—oh!"

Twilight was almost directly behind her, her forehooves perched atop the little hillock, and she was facing directly toward Fluttershy, but her eyes were shut, and her face was flushed. She wore a curious expression—her mouth was slightly open, her face slack, carefree.

A moment later, Twilight gave a shaky exhale and Fluttershy felt something soft land on her flanks, just past her tail.

Twilight opened her eyes, and Fluttershy's breath caught. Twilight's eyes were hooded, and filled with something pure and primal that Fluttershy had never seen in Twilight before.

Fluttershy squeaked, and stared at Twilight, wide-eyed. "Um! Twilight? Are you okay?"

Twilight's eyes slammed fully open and for a fleeting instant, Fluttershy saw an expression of deepest shame and self-loathing flicker across it, before it was replaced with depthless panic. "Um! Fluttershy!" she said breathlessly, "I just remembered! I have an appointment at home andIgottagosorrybye!"

A pop-sizzle of teleportation, and she was gone.

Fluttershy blinked the after-image of the bright flash out of her eyes for a moment. Then, she stood there for a moment, and gave herself a moment to process.

First, she mentally rewound what the past several minutes must have looked like from Twilight's perspective.

Fluttershy wearing somewhat provocative clothing that she had intentionally chosen to highlight what she'd been told were her best features.

Fluttershy climbing into a position that pushed her rear into the air, and wiggling it invitingly.

Her face reddened as she recalled the way she'd swished her tail back and forth, and she imagined the way it must have continuously hidden and revealed some rather salacious parts of her body. Then it reddened further as she remembered the way she'd called Twilight closer.

Then... the way she'd wiggled toward Twilight, straightened up, and given a huge, full-body stretch...

She didn't want to continue, but her imagination plowed forward, relentlessly forcing her to relive the moment.

The way she'd stood up, and accidentally allowed the sunlight to perfectly frame her face and filter through her mane.

The way Twilight's expression had been visibly...

She swallowed.

...visibly aroused when Fluttershy turned around.

She turned to face her tail, and reached up with one forehoof. Just before Twilight had teleported away, she'd felt something land on her. Something warm. And this time, Fluttershy hadn't noticed any extra light targeting anything but Twilight. The only thing that had vanished this time had been her friend.

She gently pressed the forehoof against her backside, and pulled it back. It came away sticky.

She brought it to her nose and inhaled. Then, without any conscious thought at all, gave it a lick. An instant later, she realized what she'd done, what she'd smelled.

What she'd tasted.

In truth, she had so little of it on her hoof, that any scent or taste was minimal. But it was the knowledge of what it was, what she'd done. A wave of blazing heat washed through her, starting at her face, and ending at her hooftips. She swayed in place, and sat down abruptly.

Twilight Sparkle had just orgasmed on her.

And she had just tasted it.

Chapter 3

Fluttershy finished her route (the squirrel couple had been doing well, thank you for checking, please go away so we can go back to our nap), and promptly returned straight home. And just as promptly, divested herself of the socks and the bow, tossed away the sandals, and took her mane and tail down.

Now she was having a lie-down with the shades drawn in her bedroom, experiencing a nice afternoon anxiety attack.

And it was not a panic attack. She was very definite about that. Those came on very suddenly and had very specific, unpleasant symptoms. An anxietyattack, on the other hoof, was just a prolonged sensation of heightened anxiety, experienced by those who already suffered from anxiety.

She knew this because she had read the relevant chapter in the textbook that Twilight had given her shortly after they had met. The unicorn had explained that she had similar problems, and that understanding her own symptoms had helped to better combat them.

Thinking about this, of course only made Fluttershy feel worse.

What kind of friend was she?

She had seen the flash of horrified self-loathing on Twilight's face in the instant after she realized what she had done. Then, the way the terror had set in, lightning-fast.

Fluttershy was intimately familiar with the experience. She'd make some faux pas, and everything would stop. All sound would quiet, all motion would halt. Every pony nearby would turn to look at her. Then, her face would burn, her gut would churn, and a slow, steady pressure would build up around her temples; the psychic pressure of so many ponies' judgement. Then came the knowledge, from deep in her soul, that all the ponies watching were just having their suspicions confirmed. They already suspected her. Now they could rest easy in their certainty, thinking about how disgusting she was, how strange she was, and how glad they were that she didn't have anything to do with them.

The knowledge that, no matter how far she ran, or flew, or hid, she would have to face those ponies again. The disgust in their stares would streak invisibly across her body, leaving her feeling filthy in her own coat, as though she'd been rolling in tar and rancid offal.

She had done that to Twilight.

On purpose.

And all for what? So she could test out some stupid suspicion? Who was she fooling? She needed to be honest with herself. All of that had been an elaborate scheme in service of her own cowardice. It was even thematically-appropriate cowardice! A scientific experiment for her scientific friend. How sweet.

How horrible.

All because she was too much of a coward to ask outright. How hard could it be?

Just walk up to Twilight.

Open her mouth.

And ask.

Hello Twilight. I noticed you've been acting a little strange lately.

And then Twilight would laugh nervously, deflect, and Fluttershy would be too afraid to pursue the question.

Because she was a coward.

She'd subjected Twilight to a singularly mortifying, humiliating experience all because she lacked the fortitude to simply endure a single awkward conversation.

Some Bearer of Kindness she was. She couldn't even do her friend the kindness of just leaving her be. Next thing she knew, she—

Three sharp knocks at her bedroom door.

Taptaptap! "Fluttershy?" came a muffled voice, "Are you in there? It's nearly time for our appointment! Are you feeling well?"

Fluttershy shot upright, a spike of adrenaline blasting through her. Rarity. Here for their spa visit. Their spa visit that was this afternoon. Their spa visit that they'd scheduled in advance two weeks ago.

Their spa visit that she had completely forgotten about.

How had Rarity even gotten in? She'd locked both the front door and her bedroom!

"I apologize if I'm intruding, dear, but I tried knocking, and calling at the front door. It was locked, but Angel Bunny was kind enough to let me in!"

Fluttershy groaned and fell back to the bed with a muted thump. Having concerned friends and loyal pets was truly a curse.

"Just a minute," she called back.

Then, she poured herself off the bed and shuffled over to the door before unlatching it. She hesitated for a long moment before opening it slowly, staring at the floor. "...hi, Rarity," she said to the floorboards.

Rarity, who had known Fluttershy for quite some time, looked first at Fluttershy, then the socks strewn haphazardly across the floor. Her gaze moved to the sandals flung negligently into the corner, then finally back to Fluttershy herself.

"...right. Tea first, and then you're coming with me."

"Oh, um, Rarity, I really don't—"

"Ah-bupubpbup!" Rarity interrupted. "I absolutely shall not take no for an answer! We have known each other for entirely too long for you to push me away that easily. We both know that I am familiar with this mood of yours, and that the remedy is almost always tea and company. And, well, the spa never hurts. Now, I shall go downstairs, and I shall prepare a pot of tea. I expect you down by the time it has finished steeping."

And Rarity wheeled around and trotted downstairs. Fluttershy stood in her bedroom doorway, blinking. A flash of white caught her eye, and she turned. Angel Bunny was standing at the stop of the landing, looking at her with his forepaws crossed, sporting a smug expression. After a moment of smirking, he turned and followed Rarity down the stairs.

Fluttershy sighed, and trudged down.

In the end, it had taken two pots of tea and the entire spa trip to explain what had happened. Rarity had, quite uncharacteristically, been a mostly-silent audience. They had returned to Fluttershy's cottage, and made one more pot of tea at Rarity's insistence.

"And well, you know the rest," Fluttershy finally concluded as she curled her tail around herself. She lay upon her sofa, and Rarity sat in the seat opposite. Fluttershy's mane was still damp from the spa visit, and she shivered a little. She closed her eyes. "Do you think I'm a terrible pony?"

Rarity gave a fond sigh. "Oh, Fluttershy, darling, is that what you've been worried about all afternoon? Good heavens, no!" She set her teacup down, leaned forward, and met Fluttershy's eyes. "I understand your distress, and I admit that I think your methods were certainly a touch unorthodox. But," her eyes gleamed, "I must admire your resolve. Your plan was quite daring! I'm proud of you."

Fluttershy blinked. "What? Why?"

Rarity gently took Fluttershy's forehoof in her own. "Because what you did took an incredible amount of courage to even contemplate. Let alone actually put into action!" She patted Fluttershy's hoof. "I know how uncomfortable you are dressing up like that, especially after the Photo Finish fiasco."

"But..." Fluttershy frowned. "You don't think what I did was... cruel, or manipulative?"

"Well..." Rarity sighed, and turned away, her mouth twisting. "It was certainly manipulative, yes. I don't believe I would call it cruel—certainly not intentionally so. And no matter what others may say, intentions do count for something." She turned back to Fluttershy. "But truthfully dear, I find myself mostly relieved. You see, the rest of us have been trying to get to the bottom of Twilight's little issue for weeks now! And with absolutely no progress! She kept dodging the question. You're the first of us to make any progress whatsoever, and you've gotten to the heart of it in no time at all!"

The others...

...had been investigating as well?

Fluttershy buried her face in her hooves. "I'm so stupid."

Rarity gave a gentle, amused smile. "Hardly. It's not as though we shared."

Fluttershy peeked out from between her hooves. "What did everypony else do?"

"Well..." Rarity rolled her eyes. "Applejack flatly refused to discuss it. Insisted it was Twilight's own business, and no one else's. Rainbow Dash was intrigued for a day or two, and then lost interest when it became apparent that—heavens forefend—some discretion would be required. And Pinkie brushed it off, claiming that she didn't see a problem. I half expect that she somehow already knew, and didn't understand our concern.

"As for not telling you... I was afraid it would only make you worry. I suppose it was foolish to imagine that you wouldn't notice Twilight's behavior." She sighed, and shook her head. "I would say that this would make a wonderful friendship report, but I believe we've covered the values of open communication several different ways already."

Fluttershy giggled. "You would think that we would learn, wouldn't you?"

Rarity flopped backward into her chair, swept one foreleg over her face. "Alas! We foolish mortals are cursed to forever repeat our mistakes." She uncovered her face. "Now, the real question. What are we going to do about all this? We have our answer, but what is our approach?"

A contemplative silence—punctuated by tea sipping—descended.

Finally, Fluttershy spoke. "I think we need to check one last thing," she said. "We need an outside opinion."

"Why, whomever from?"

Fluttershy flexed her wings thoughtfully, and lashed her tail once. "Well, first of all, are we sure that Twilight's, um..." Fluttershy trailed off and hid her face behind her teacup.

"Ah, stallionhood?"

Fluttershy nodded. "...yes, that. Are we sure that it's, um, well, new?"

Rarity nodded confidently. "Absolutely. I took her measurements before I made her birthday dress last year, and as you well know, that is a rather intimate process."

"And since then... we’re both guessing it's because of her alicorn transformation, right?"

"Of course."

Fluttershy looked down and set her teacup down. "What if it was just some magical accident, and she's just embarrassed that she can't reverse it? It's clear that she's been hiding it somehow—made it invisible, or something like that. Somepony would have seen it, otherwise."

"Right you are." Rarity let out a huge sigh. "I suppose that's the risk, isn't it? What if we're wrong? And that's why you want to consult somepony else, so that we can be sure, yes?"

"Right." Fluttershy shook her mane out, enjoying the feeling of the fresh air moving through the now-dried hair and along her damp scalp. "I don't want to risk confronting her with something like this if we're wrong. Twilight has some of the same anxiety problems I do, and if... if we have to mortify her like this, I want to at least be correct when we do."

"I can understand that. And I think that you might be right. If it were me, I might say that we simply confront her with the truth! ...but I suspect that may be my," Rarity flipped her hair, "flair for the dramatique." She paused, then continued, "Who did you have in mind to ask?"

"Well," Fluttershy began, "We don't exactly have a lot of choices. It's not like there are that many alicorns. And, um, I think we want somepony who can be... discreet?" She tapped her forehooves together. "I think that might rule out Cadance. Maybe I'm wrong—it's not like we know her very well!—but she seems... like kind of a gossip?"

"As a fellow gossip, I believe you're not wrong. And," Rarity added, waving her teacup at Fluttershy, "I expect you shall never repeat that outside these walls."

Fluttershy giggled, and continued. "So it's down to Celestia and Luna. To be totally honest, Celestia's really... um..." She trailed off.

Rarity looked into the middle distance, a far-away expression on her face. "A bit 'um' indeed. I cannot imagine any form of that conversation that is not just... painfully uncomfortable. Luna, then?"

"We know she can keep a secret. I spoke to her about dreams once, and she was very serious about their privacy," Fluttershy ventured.

"And she doesn't have quite such a personal connection to Twilight. And she seems, well... rather more inclined to be straightforward, particularly in a matter so..." Rarity coughed. "...delicate."

Fluttershy nodded. "Okay.

"Luna it is, then."

Chapter 4

Fluttershy sat by herself in Luna's richly appointed receiving room inside Canterlot Castle, surrounded by dark wooden furniture, silver accents, dim candlelight, and night-blue walls.

Rarity had offered to come, but Fluttershy had declined, grateful though she was for it. She knew that Rarity was working on a big order at the moment, and couldn't afford the day trip—not really.

As she sat by herself in the large room, deep inside Canterlot Palace, waiting for what she presumed was a personal audience with the princess, she was beginning to reconsider that decision.

A trio of comfortable sofas made of a silvery-blue wood and covered with black cushions surrounded a coffee table made of the same wood. A single tall, black candle adorned the table. It was lit, but appeared to produce no smoke, and the flame it gave off had an odd, silvery tint. The solitary candle flame also appeared to illuminate much more of the room than should have been possible, despite its apparent dimness.

Fluttershy was seated on the sofa facing away from the entrance, and fidgeting with her forehooves. Along the left wall was a low cabinet that smoothly merged with a counter, and ended in an ornate sink. The room had two doors—she had come in by the one behind her. The other one was on the opposite wall, and she'd spent the last several minutes waiting, wondering what was behind it. Luna's bedroom? An elaborate mazelike labyrinth for those who displeased the princess? A laboratory?

It occurred to Fluttershy that she didn't really know much about Luna. She moved the moon. She liked stars. She was very old, but didn't act much like it, except for those times that she did. She was Celestia's younger sister. She had briefly threatened Fluttershy's life while possessed (had she been possessed? Fluttershy was still unclear on the precise nature of this) by the Nightmare.

She began coiling the hair of her tail around her forehoof, then letting it fall away. Coil. Release. Coil. Release.

Upon approaching Canterlot Castle, and being asked her business by a royal guard, she had given her name, and told the guardsmare that she was here hoping to see Princess Luna, um, if that was all right with her.

The guard had asked no further questions, had simply escorted her politely, but efficiently, to the room she was in now. She had been informed that it was Princess Luna's Receiving Room, and that The Princess Would Be With Her Shortly. The guard had then left.

By her estimation, it had been about ten minutes since. In truth, she was slightly puzzled. She had expected that simply showing up unannounced, she should have had to wait in some kind of public queue, or submit a request, or... something. Perhaps this was simply how Luna chose to deal with ponies bold and foolish enough to demand her time—they got escorted to a room that seemed... Luna-themed, for lack of a better term. Then, they got left alone until they got bored and went home.

It wasn't as though she was somepony important, after all. She could hardly expect a princessto just drop everything to meet with her. Well, she would wait for a while longer, and hope that her decoy-receiving-room theory was wrong.

Coil. Release.

Coil.

Release.

Coil. Door slamming open.

Fluttershy leapt into the air, and with the aid of her panicked wingbeats, found herself clinging to a rafter protruding from the ceiling.

From below her, came a regal voice. "Apologies for Our tardiness, friend Fluttershy! We were unavoidably held up by—" The voice paused abruptly, then continued in a far less regal, significantly more confused tone, "...friend Fluttershy? My guards informed me that you had appeared seeking an audience. Hello?"

"Up. U-u-up. I'm up, here," Fluttershy squeaked.

Beneath her, Princess Luna blinked, and looked up. "Oh. Dear. I, er. Allow me to help you down."

Fluttershy stiffened, then relaxed as she was enveloped in the cool light of Princess Luna's magic aura. It gently plucked her from the ceiling, and set her on the sofa she had been sitting on.

"My sincerest apologies, Dame Fluttershy," Luna said, sounding abashed, some of her earlier formality making a reappearance. She shut the door behind her, and trotted over to the cabinet along the left wall. "I have spent the evening thus far tolerating those nobles who have recently realized that I host a Night Court at all, and assume that I will be easier to hoodwink than my sister. I suppose I was a touch enthusiastic for this distraction."

Fluttershy frowned at 'Dame', and made a note to ask Rarity later. She would know. "Oh. Um, that's all right. I wasn't really expecting... well, anything, actually." Fluttershy chewed on her lip. "I just came up to Canterlot and hoped I'd be able to see you. I guess it was kind of silly to come here without an, um, appointment, or reservation. I'm sorry for interrupting."

Luna opened the cabinet door, and rattled around inside for a moment before withdrawing a kettle, what appeared to be an oddly-shaped glass pitcher, several mugs, a small burlap bag, and several ceramic pitchers. "Not at all, I was pleased for the interruption." She turned to face Fluttershy directly, and continued, "Know that I always have time for you, and for your friends. I shall always be in your debt, and gratefully so. My attention is the least of treasures that I may offer in recompense."

She turned away and began fussing with the kettle and the strange glass pitcher. Fluttershy blinked. "Oh. I see. Er. If I had just been some other pony, how would I have come to see you?"

Luna filled the kettle with water and set it atop a small metal plate, and then wrapped the metal plate in her magic. "You would have been directed to the public queue. There is one for both sister's Day Court, and my Night Court. Any pony is free to join either of them. If Court ends before a pony is heard, their position in the queue is noted, and they are invited to join the next day at that same position."

The princess peered over her shoulder at Fluttershy. "May I offer you a drink? I am making coffee for mine own self, but tea would be no trouble. There is also water, and hot chocolate."

The kettle began to whistle, and Luna's magic withdrew from around the plate. As she removed the top from the glass pitcher, Fluttershy noticed it was attached to a plunger that ran its length. Luna withdrew the entire thing, set it aside, and spooned in several heaps of a dark, grainy substance into the glass pitcher. She then filled the pitcher with steaming water from the kettle, then replaced the plunger-top. Curiously, she was careful to pull the plunger up before replacing the top, leaving it sticking into the air.

"Friend Fluttershy?"

Fluttershy startled. Oh no, Luna was looking at her! How long had she been staring? "Oh! Um, I'm sorry, I was watching what you were doing. Just water is fine for me, please."

"Of course. It will take several minutes for this coffee to brew properly in any case." She whisked a clear glass etched with a crescent moon motif out of the cabinet, alongside a blue-tinted glass pitcher filled with clear water and chips of clinking ice.

She swiftly transferred water to glass, then floated the glass over to the table in front of Fluttershy. It settled onto the table without spilling a drop, and Luna turned to Fluttershy.

Fluttershy stared at Luna for a moment, before turning to the glass. She picked it up and took a sip. Then she turned back to Luna.

"So." Luna began.

Fluttershy swallowed. "Um."

Fluttershy took another sip of her water. It was good. Very refreshing, no aftertaste. "I'm, um."

For all her fretting and worrying, she had completely failed to consider what exactly she was going to say to Luna. She had an idea of the general shape of the questions she wanted to ask, but confronted with the lunar princess herself, she was struggling to put it into words.

"Yes?" prompted Luna.

She might as well begin at the beginning. "I'm... here to ask you a question. Ah. Probably more than just one. About, um, about Twilight."

Luna cocked her head, bundled up her plunger-pitcher, a mug, and a small ceramic creamer full of milk, and brought them all to the table, and took a seat across from Fluttershy. "Oh? Is aught amiss with Equestria's newest princess?"

"Well. We're pretty sure she isn't in any kind of danger. I guess I should start with that. But." She stopped, unsure how to continue.

Luna took hold of the plunger-pitcher, eyed it critically for a moment, then nodded to herself, and slowly depressed the plunger. A plate inside the pitcher at the end of the plunger pressed downward, trapping the grains at the bottom, while allowing all the water—now stained a deep, rich brown—to pass through into the upper chamber. She then poured the concoction into her mug and added a splash of milk. After a bit of stirring, the beverage turned an appetizing, creamy brown, and gave off a rich, earthy scent.

"But?" Luna finally suggested.

Fluttershy took another sip of water, and took a moment. She had to remember that she was here for Twilight's sake. She needed information. She needed to make sure they didn't hurt their friend. That was what mattered here—not her own discomfort, or her own awkwardness. She took a deep breath, closed her eyes, and breathed out.

"Okay. Right. We noticed that Twilight was behaving strangely a few weeks ago. Her attention would... wander. Even during things that she normally gave her full attention to. Sometimes, she would turn very red, excuse herself, and vanish. And I mean that literally, she would teleport away. Usually in the middle of doing something else."

Luna frowned. "Without so much as a by-your-leave? That sounds rather out of character for Twilight Sparkle. She is quite scrupulous about politeness and social niceties, at least when not preoccupied by some matter of great import."

"We thought the same thing," Fluttershy said, nodding. "Rarity and the others noticed before I did, and tried to speak to Twilight about it, but she kept dodging their questions. I, um, noticed too, and started noticing patterns." Fluttershy decided not to explain that she had been working alone, or why.

She continued, "I noticed that when she teleported away, it wasn't just herself that her magic was interacting with. And the biggest clue was that, just once, I noticed a particular, very... um. Specific smell."

Luna's eyes widened and she drank her coffee. "I fear I know where this leads. Go on."

Fluttershy mentally reviewed the events of yesterday's morning, and immediately decided to give Luna only the barest essentials. And even those would be embarrassing.

"I. Well. I invited Twilight to come with me while I helped some critters out in the woods. And I dressed kind of—" was as far as she got before her nerve failed her. She closed her eyes, took another sip of water, swallowed heavily, and took a deep breath. Then, she continued, "Provocatively," she squeaked.

Luna covered her mouth with one hoof. "Oh?"

"Then I ended up with my head poked into a chipmunk's burrow, with my—my bottom sticking up."

It was hard to tell behind the hoof, but Fluttershy thought she saw Luna's smile grow. "Oh."

"And then I asked Twilight to come closer in case I needed help getting back out."

Luna's eyebrows rose, and almost disappeared into her starry hairline. "Indeed?"

"And while I was waiting, I was sort of swishing my tail back and forth."

The corners of Luna's mouth began quivering. "Oh my."

"And as I was coming back out, I sort of wiggled back and forth."

There was a bright gleam in Luna's eyes, and she carefully set her mug down. "Did you now."

"And then Twilight orgasmed on me, and teleported away and I tasted it and it was definitely semen," Fluttershy said, all in a rush, desperate to be done.

Luna barked a single shocked laugh, then covered her mouth with both hooves and turned away. Her shoulders shook with silent laughter for several moments, before she took a deep breath and turned back toward Fluttershy, composed once more. The twitching at the corners of her mouth gave her away, but her voice was remarkably steady. "I take it that you have deduced that your friend now has, to be blunt, a penis?"

Fluttershy nodded rapidly, unable to meet Luna's eyes.

Luna began, was overtaken by a storm of giggles, then marshalled herself. "I assure you that I am not laughing at you or your predicament, Fluttershy. Merely the absurdity of the situation you found yourself in, and the rather... comical nature of the outcome, particularly accidental as it was."

Fluttershy looked up, wearing a tiny, shy smile. "I guess it was kind of silly, wasn't it?"

Another fit of giggles overtook Luna, and this time Fluttershy found the strength to join her. "'Twas! 'Twas indeed."

They lapsed into silence for a moment. Luna refilled her mug with fresh coffee, and added another dash of milk. Fluttershy sipped her water, and sighed.

"So," Fluttershy said eventually, "I guess that's why I'm here. We're pretty sure Twilight has a penis. We're pretty sure it's a recent development. We think it has something to do with her alicorn transformation. And we don't really know how to help her."

Fluttershy really really hoped their "alicorn transformation" theory was correct. If it wasn't, she had just embarrassed her friend to one of the rulers of the nation, and made herself look foolish. While she knew that Luna could keep a secret, she didn't like talking about her friends' personal problems behind their backs. Especially something as clearly sensitive as this.

"Allow me to dispel some of your confusion, then," Luna said. "First, it is indeed a result of her ascension. As beings chosen by Harmony itself, we are meant to embody all of ponykind—all tribes, all sexes. We are meant to represent the best attributes of ponies everywhere." She paused. "Or... that has been the theory that Celestia and I have been working from. It is not as though we were given a manual." She shrugged.

"To the more salient point—that of young Twilight Sparkle's shame—I believe it is here that both my sister and I have erred. I was under the impression that my sister had spoken with young Twilight about this. And indeed, perhaps she has. But it has been a very long time since either of us has experienced what Twilight now undergoes. Perhaps she had simply forgotten how powerful, and strange—and even frightening—the sensations were."

"Oh no!" Fluttershy said, looking up from above her glass, "Is she in pain?"

Luna smiled. "Your concern does you credit, but she is in no more pain or discomfort than any teenaged colt, as my sister and I eventually discovered. The conversations required to make that discovery are not something I would wish upon anypony. I will ask my sister to write to Twilight Sparkle, and share what we know, and damn any prudish sense of propriety. However, there is one thing that concerns me..." She frowned thoughtfully, and turned away.

"What is it?" Fluttershy hoped it wasn't anything serious.

"When you were in the woods together," Luna said, "you did not touch Twilight at any point before she climaxed, correct?"

Fluttershy blushed, but nodded.

"And this is not the first time you have borne witness to such behavior? "

Another nod. "I think that she, um, 'cleans up' when she teleports away, and hides the cleanup spell as part of her teleport. That's why there's never any... 'evidence'. Except this last time, when it was on... well, me."

Luna nodded. "It is not so much the 'cleanup' that troubles me, but the fact that Twilight Sparkle is able to reach any degree of climax without any apparent physical stimulation. That speaks to a mare who is, to put it quite bluntly, sexually frustrated to an extreme. She is experiencing overwhelming sensations, and if she is this sensitive, it is clear that she is not addressing them."

Fluttershy frowned. "Why is it that all of this is only happening now? Her transformation happened a while ago."

"I cannot say for certain, but it was the same for my sister and myself. Perhaps it simply takes some time for the new hormones to build up to the point that their effects can be felt. We also discovered that once the effects began, they were quite powerful. If Twilight Sparkle is not relieving them with at least some regularity, she is—as I said—likely in some discomfort." Luna's mouth turned down in displeasure, and she shifted in her seat. "While I do not believe there is any physical danger to her, it is not healthy to deny oneself for so long."

Fluttershy frowned and peered down into her glass. The ice had all melted, and condensation had gathered on the outside. "And she must be so anxious... always uncomfortable, always worried about embarrassing herself... oh, goodness. Oh, is there anything we can do for her?" She looked up at Luna, her eyes wide, wings slightly spread.

Luna bobbed her head from side to side. "I imagine that simply giving her somepony to confide in would be a great boon to her. And of course, there is always the matter of... well..." She trailed off.

"Yes?" Fluttershy leaned forward, wings spreading wide. "Please, princess! I feel just awful for her!"

Luna coughed and looked away. "There is the matter of helping her ah, find relief in a more 'hooves-on' manner." She turned to face Fluttershy directly. "Sexually."

Fluttershy had blushed so much this week, that she was beginning to feel like she could do a credible impression of a tomato. But this blush outdid all the rest. All of the other blushes had been mere practice runs. With this one, she could practically feel steam coming out of her ears, and she was certain that every single inch of her body was as red as it could get.

"M!" She said.

"M-m-m-m-mm!" She tried again.

"M.... me?" She finally managed to squeak out.

Luna smiled, and shrugged slightly. "You, or somepony else she trusts. But you are close to her, and I believe that your recent experience made it clear that she finds you appealing. What she truly needs most is to find safety and acceptance. But with the strength of her urges, it strikes me as quite likely that physical satisfaction will be a large part of that acceptance. If you seek to help her, you must prepare for that likelihood."

Luna peered closely at Fluttershy for a moment, then drained her mug and set it down. "You are by no means obliged to do as I have recommended. You are better acquainted with young Twilight than I. You must trust your own judgement in this, and I urge you not to simply substitute mine. But if you do as I advise, I strongly suggest you pay a visit to my personal apothecary. He is quite capable, and very circumspect."

A pad of paper and a quill whizzed over to the table, carried by Luna's magic. She scribbled onto the paper for a few moments, then tore it off. Her magic flared for a moment, and when it faded, the bottom of the page was stamped with her cutie mark. She passed the paper to Fluttershy. "This will explain your situation. It also contains a recommendation for several things I believe you will need. And please ask the apothecary any questions you have—Stout Tincture is quite happy to explain anything and everything alchemical.

"And rest assured, that I shall ensure that Twilight Sparkle receives a letter from Celestia or myself that more completely explains her situation. She is owed no less."

Fluttershy's mind was spinning. "Um. Okay. Where, um. Um. Where do I, uh, go?" She looked helplessly down at the note she was clutching.

Luna's sharp gaze softened, and she reached a wing across the table and placed it on Fluttershy's shoulder. "Please recall, Fluttershy, that you are under no obligation to do as I have said, if you are at all uncomfortable."

Fluttershy closed her eyes and spent several moments taking deep breaths until her heart ceased humming like a caged bird.

She imagined Twilight, alone, afraid, pent-up. Afraid to go out and be with her friends, but terrified to be alone with powerful new sensations she had no idea how to manage. Her heart ached as she imagined Twilight fleeing after how briefly-wonderful their walk had been yesterday.

She recalled the look that she had seen, ever so fleetingly, upon Twilight's face as she stood upon the hillock yesterday, framed by sunlight. The look of rapture, of desire.

She imagined holding Twilight between her wings, murmuring sweet reassurances into her ear, helping her to find her courage once more.

She imagined laying on her front as Twilight held her down and grunted into her ear. Imagined feeling Twilight's weight atop her as an insistent pressure pooled in her innermost depths, and she lay pinned, helpless, wanted...

She opened her eyes. Her breathing was even, and her voice steady.

"No. I want to do it. Where's the apothecary, please?"

Chapter 5

Fluttershy returned to Ponyville, and made a beeline for the Carousel Boutique. She knew that Rarity would be hungry for details. And, truthfully, she needed the emotional support after committing to this new course of action.

Rarity met her at the door, ushered her to a sofa, and eagerly demanded a full recounting. Fluttershy sat, and obliged—albeit with some discomfort. Meanwhile Rarity bustled about, cleaning and adjusting the outfits on display. When Fluttershy had shared Luna's recommendation, Rarity's first response was skeptical.

"Are you absolutely positive you wish to do this? You are... well, not the most outgoing of ponies," she said, concern writ across her features.

Fluttershy took a resolute breath. "I am. Luna was right. Twilight needs somepony that she trusts. And out of all our friends, I think I probably have the most, um. Experience. With anxiety. Even if Twilight ends up saying no to anything more... um. Intimate. I think I'd still be able to help her."

Rarity paused. "Well. You are not the only of us with a history of battling anxiety. There is Pinkie. We mustn't forget her birthday incident."

Both of them considered that in silence for a moment.

"But she's very..." Fluttershy began.

"...very Pinkie," Rarity finished.

Fluttershy nodded.

"But Fluttershy!" Rarity clopped her hooves. "I am surprised at your daring! Wearing some nice socks is one thing, but to agree to this is quite the step."

"Um." Fluttershy "I also wore the tail bow."

Rarity stopped clattering about the shop's display cases, and turned to face Fluttershy completely. Without taking her eyes off the pegasus, Rarity flipped the boutique's sign to Closed! Apologies, dears! and took a seat across from her.

She spent several very long moments not speaking. Instead, she peered at Fluttershy. First, she tilted her head one way, and then another. She propped her chin up on one hoof, and narrowed her eyes. She turned her head away slightly.

Then, her eyes widened and she gasped.

"Fluttershy! My dear! No!" But she was smiling.

"W-what? What is it?"

"You!" Rarity pointed at Fluttershy, her expression growing more animated by the moment. "You have a crush on Twilight Sparkle!" Abruptly, her face went blank. "Oh, my goodness. We have to plan. We have to get this just right. Fluttershy!" She lunged across the gap between them and seized Fluttershy's face in her forehooves.

"Meep?" Fluttershy managed.

"This must be perfect," Rarity whispered.

Fluttershy shook herself free of Rarity's grip. "Oh, Rarity, be serious!"

Rarity drew back. "Fluttershy," she said, her tone now absent of any playfulness. She stared Fluttershy dead in the eye. "I have never been more serious in my life.

"You, my dear friend Fluttershy, are pining for my other similarly-dear friend Twilight Sparkle." Rarity's expression grew pained. "Oh! Twilight, who is suffering! Twilight, who desperately needs your touch, though she does not yet know it!"

"Um."

"Fear not!" Rarity cried, thrusting one hoof into the air. "I will help—neigh! I must help! For what if that amour that stirs in your heart is the ember of true love? Darling!" Rarity sprang to her hooves. "I simply must help kindle that ember into the flames of passion!" She raced out of the room, and up the stairs. "Come, Fluttershy!" she called, voice fading. "We shall make you perfect! Wah ha ha ha!"

"Um!"

Fluttershy was beginning to have second thoughts.

Fluttershy looked up at the newly-installed curtains that now concealed Twilight's bedroom from the rest of the library. The curtain rods had been simple enough to install, and Rarity had found a lovely set of deep maroon drapes that were just the right size.

Finding the right time and day to sneak into the library and install them had been a simple matter of acquiring a copy of Twilight's schedule. A touch of gemstone-based bribery had been more than sufficient to that task.

Fluttershy trotted over to the window and opened it a crack, smiling at the cheery mid-morning sunshine streaming in through it. A pleasant breeze drifted in, carrying with it the sounds of bustling Ponyville.

She climbed onto the bed, and spent a few moments arranging herself. After her dramatic declaration, Rarity had spent a sleepless night furiously spinning inspiration into apparel. Now, several days later, Fluttershy was attired in what could—if one was being particularly generous—be called clothing. There was scarcely enough fabric in the entire outfit for a single scarf.

As Fluttershy settled in to wait, she did her best to calm her nerves. There was little danger of somepony else interrupting. Spike had been loaned to Rarity for the day, and allowed the rare treat of a sleepover. Their friends had all been advised that Fluttershy and Rarity had a plan to help Twilight, and that they should avoid the Golden Oak for the day. There was, of course, no guarantee that they would, but at least Rarity and Fluttershy could say that they'd tried.

Fluttershy downed two of the potions given to her by the apothecary, and took a deep breath.

If Twilight stuck to her schedule, she wouldn't be long.

Twilight Sparkle heaved a great sigh as she trotted around the bend.

She was relieved to be headed back home to the safety of the Golden Oak. She had just spent the morning doing some necessary shopping in the Ponyville market, which had been a tense affair.

But what hadn't been, lately?

Ever since her 'little problem', as she'd taken to calling it in a fit of frustrated irony, had begun acting up, everything had been complicated. She had been fortunate to dodge any embarrassment today, but lately, it had been hard to relax.

Every social interaction felt like a minefield, and the consequences for failure were—she shuddered—too terrible to contemplate. The closest she had come to a true meltdown in public had been earlier in the week when she'd been out on a walk with Fluttershy.

And that was something that she still had to find some way to apologize for. Unfortunately, neither her own knowledge, nor that of the etiquette books that she had consulted had anything to say on the matter of "accidentally ejaculating upon a friend".

Much less with a penis whose existence one was attempting to conceal.

She sighed, and forced those thoughts away. She was almost home, and could spend the afternoon restocking her kitchen, preparing a simple lunch, and then maybe just... existing. Rarity had been kind enough to offer to host Spike overnight, which Twilight was immeasurably grateful for. While he hadn't said anything, Twilight could tell that he was beginning to grow suspicious of her repeated washing of her bedsheets.

She pushed her way inside the library, and felt something inside her uncoil. She let out a quiet breath, and set her groceries down on the table at the center of the ground floor, then stopped.

Something was different.

Her subconscious had noticed something was strange, but her conscious mind hadn't processed it yet. She froze, and gazed around slowly, waiting for her mind to put the pieces together.

The bedroom loft. There were curtains concealing it from the main floor. Those... hadn’t been there this morning. She peered further up. The curtain rails were simple, held in place by the friction of either end being pressed into the pillars at the ends of the loft's cutaway. Easily installed in a hurry, and required no special tools.

She relaxed. While it wasn't impossible (this was Ponyville) it was unlikely that anypony had broken into her home to redecorate with ill intent. In fact, it was probably...

"Pinkie Pie! If you decided that I should have some new curtains, I wish you'd told me first!" she called out.

She rolled her eyes as no answer came, and resumed putting her food away where it belonged. Pinkie was probably waiting to surprise her when she went to go inspect her new bedroom decorations. Well, she would oblige, but she would do it on her own time. She'd had enough anxiety lately, and if she didn't have to worry about her food spoiling (or, if she was being honest with herself, simply being untidy), that was a win.

Finally, everything was neatly tucked away where it belonged. Twilight stepped away from the hearth, and turned to look up at the curtains blocking her view of the bedroom loft. In truth, she was a little surprised that she hadn't been jumped by now. Pinkie was many things, but patient was not one of them. There was no giggling, or whispered shushing. A trickle of doubt crept into the back of her mind.

Twilight shook it away, and began climbing the stairs. Even if it wasn't Pinkie, she couldn't imagine anything bad awaiting her.

"Pinkie?" she called when she was halfway up, "I'm coming up!"

The stairwell followed the curve of the tree's natural shape, and the bookshelf on the left concealed the bed until one was at the top of the landing. As such, she had absolutely no time to prepare for what awaited her.

She emerged from the stairs into her now-curtained-off bedroom and was met was a vision of shocking loveliness.

Fluttershy lay upon her bed, stretched languidly across it like the pin-up model on the cover of some saddle-ripper romance novel. Her mane had been plaited into a single, tight braid, and a length of rich, forest-green ribbon had been woven into it. A matching set of lacy black stockings adorned each leg, expertly tailored to be just the tiniest bit too tight. The resulting emphasis on Fluttershy's long willowy legs was enough to leave anypony breathless, but the way the stockings subtly emphasized her curves where they ended was simply jaw-dropping.

Unlike her mane, Fluttershy's tail had been allowed to remain in its full, luscious, glorious form, and was spread across Twilight's covers in a cresting wave of pale rose. It was glossy, and straight, and perfect and naturally drew the eye to the true pièce de resistance. At the base of her tail, wrapped scandalously around the very base of her dock, was a delicate bow in pale green. The tails of the bow trailed away from Fluttershy's rear, mixing and contrasting with the fan of pink spread across the bed. The bow itself forced her tail slightly upward and out of its normal resting position—a whisper of hidden things.

And finally, at the very center of the bow's knot, and only barely visible from where Twilight was standing, was a single perfect, brilliant star ruby. Perfectly round, the color of arcane fire, and angled precisely to gleam in the sunlight, it took the bow's whisper of hidden delights, and transformed it into a promise.

"Hello Twilight," Fluttershy said. "Please come inside."

Fluttershy had come within a hairsbreadth of bolting when Twilight had called up, and mistaken her for Pinkie Pie. It would have been easy. Snatch up her saddlebag, open the window, fly into the foliage of the library tree, change out of the clothes, and nopony would be the wiser.

Instead, she had taken a deep breath, closed her eyes, and pictured the look in Twilight's eyes from the woods the other day. But not the look of shame and horror. That had been the last expression.

No, what Fluttershy remembered was the look of rapture, and what had followed it.

The look of arousal.

She'd had plenty of time to reflect on that moment in the woods, over the past several days. When she'd finally realized what exactly that look had meant, she'd felt like she'd bucked a thundercloud.

What would have happened if she hadn't said anything to Twilight? Would Twilight have crept closer, until she was directly atop her prone pegasus friend? Would she have leaned down and bitten Fluttershy's neck to hold her in place? What would it have felt like?

So Fluttershy shivered, squeezed her thighs together and stayed on the bed.

She stayed as Twilight rattled and shuffled around downstairs.

She stayed as Twilight called out that she was coming up.

She stayed as Twilight crested the stairs and stopped dead at the bedroom's entrance.

And she studied Twilight's face carefully, to see if she could catch a glimpse of that same need that she'd seen before.

She wasn't prepared for the unguarded moment of naked adoration, however, as Twilight's eyes swept across her body, widening as they went.

Then, the rest of Twilight's brain caught up and every other emotion fled her face, save terror. Fluttershy knew that she needed to prevent her from bolting. So, she made sure to use her softest, gentlest voice. The one that she saved for frenzied, hurt animals backed into a corner. The voice she used to talk them out of a terrified, spitting, biting panic.

"Hello Twilight. Please come inside."

Fluttershy watched Twilight's reaction carefully. This was the most critical instant. If she was going to bolt, she would do it now. But Fluttershy had carefully planted herself in the heart of Twilight's den, and she had nowhere to bolt to. The alicorn realized that on some subconscious level, so now, before the panic had time to set it...

"It's okay. I know why you've been having problems lately. I'm not upset. I want to help."

She kept her voice gentle and inviting, her tone even. Some of the animal terror vanished from Twilight's body language, but tension still lined her face.

"Come sit down, please? I promise I'm not upset."

Twilight took a single step forward, and Fluttershy gave her a gentle smile.

Then, she stopped, and Fluttershy held her breath.

"Wait," Twilight said. "How do you know what I've been having problems with?"

Fluttershy bit her lip. She had forgotten that she was dealing with another pony for a moment, and wasn't prepared to answer questions. "Um. I uh, figured it out..."

Twilight blushed. "Oh. After our trip into the Whitetail Woods the other day. I suppose it was kind of... obvious after that, huh?"

"Well, not just that," Fluttershy said. "The rest of us have noticed you acting strange for a few weeks now. When I invited you to walk with me, I was trying to confirm it."

Fluttershy's explanation brought a brief smile to Twilight's face. That sounded suspiciously like experimentally verifying a hypothesis. Somepony had been listening to her after all! "But then— wait. The socks you were wearing. You wore those on purpose?!"

Fluttershy blushed, and nodded. "I knew I had to make myself pretty enough to, um, 'distract' you somehow, and that seemed like the easiest way to do it."

Twilight took another step toward the bed, and cocked her head to one side. "Socks... a lot like you're wearing now, in fact. And a bow again, too." Her eyes slowly widened. "Fluttershy... how exactly are you planning to help me with my problem?"

She'd been hoping to have this part of the conversation later but, well, in for a bit, in for the bag. "I spoke with Luna. She explained that you're basically going through alicorn puberty right now, and you're very, um. Pent-up."

Twilight's nostrils flared, and she scraped a forehoof against the floor. "You talked to Luna about this?"

Fluttershy flinched backward, then rallied. She drew herself upright. "Yes. And when I got back, I talked to Rarity too, because I needed help. Luna suggested this, and Rarity helped. But nopony else knows what I'm doing."

Twilight shook her head and retreated a step. "So what? What exactly is the 'solution' that the three of you have cooked up for me?" Twilight's wings flared and she drew herself up. "Dressing you up? Planting you in my bed like some kind of who—"

"TWILIGHT!"

Twilight jumped. Fluttershy's expression was thunderous. The pegasus sprang upright, stepped off the bed and marched across the bedroom toward Twilight. Twilight retreated until her back was pressed against the bookshelf opposite the bed, but Fluttershy kept coming until she was nose-to-nose with the alicorn.

"Before you finish that sentence, I want you to answer something for me. Do your friends care for you?"

Twilight found herself matching Fluttershy's gaze. Fluttershy's eyes were the color of a stormy sea reflecting roiling thunderheads. Twilight looked deep into them and found that she couldn't look away. She swallowed.

"Well, yes, but—"

"Good. Now, do you think Luna cares for you?"

"O-of course! I just—"

"Good. Because we do, and she does. Do you think there's any chance I would doing this if I it wasn't my choice? Your friends love you, Twilight," Fluttershy said, poking Twilight in the chest. "Luna loves you." Another poke. "I love you." A harder poke. "Watching you struggle like you have been these last few weeks has hurt! We just want you to be h—" Fluttershy's voice hitched, and she swallowed. "—happy."

As Fluttershy finished her piece, she pulled back slightly, and gave Twilight room to breathe. As she did, she saw that Twilight was looking at nothing, her breath coming faster.

In the smallest voice that Fluttershy had ever heard from her, Twilight spoke.

"m'sorry."

Her expression began a slow collapse inward. The corners of her mouth turned down. Her lips quivered. Her eyes widened, and grew bright with tears. And then, it all crumpled at once as she shut her eyes tightly and wailed. "I'm sorry!"

Fluttershy gasped, and flowed forward. She wrapped both forehooves and wings around the weeping alicorn, and Twilight wasted no time in clutching at the pegasus. Like a drowning mare, Twilight held on for dear life and buried her face in Fluttershy's neck, wracked with huge, choking sobs.

"It's okay," Fluttershy whispered. "It's okay, it's okay, it's okay. I know you're afraid. I'm sorry too. It's okay." She kept up a litany of whispered reassurances, and rubbed circles against Twilight's back.

Too harsh. She had been too harsh. She had been shocked at the venom in Twilight's voice, in what she had been about to say. In the disgust in her voice at the idea. Fluttershy had been offended on behalf of every mare or stallion that worked in that ancient profession, and disappointed in Twilight for her attitude. And... she had retaliated.

And, as somepony so unfamiliar with going on the offensive, she had overcompensated. Too late, far too late, Fluttershy remembered a discussion from some time ago with Twilight. A quiet late-night chat, just Twilight, herself, and Pinkie. Twilight had admitted, shamefaced, that she had been uncomfortable with Soft Comfort at the party that Pinkie had thrown for the mare the previous week.

Twilight had explained that, in Canterlot, the upper crust looked down upon such ponies. She had gone on to explain how ashamed she had been at her own discomfort once she'd had a genuine conversation with Soft Comfort, and gradually realized how absurd her acquired prejudice was. She had begged her friends for their patience, as she began the long process of finding and rooting out all such attitudes.

And in a moment of fear and shock, the alicorn had fallen back on old patterns. That did not excuse it.

But... Fluttershy understood it.

Twilight was not perfect. And when she had realized what she had said, what she had thought... Fluttershy had seen it in her eyes. Twilight was ashamed.

The pair of ponies spent long minutes just holding each other until, eventually, Twilight's tears tapered off to an ugly, hiccupping end.

Without raising her head from Fluttershy's neck, Twilight spoke. "I'm sorry. I never should have said that. Or implied it was wrong of you. I've just been so tense. So scared." She drew a shuddering breath. "At first, it wasn't a problem. Celestia explained that I had some new additions to my body, beyond just the wings. I was fine with it. Excited even. Wouldn't it be wonderful to be able to experience something new?" She hiccupped again, before continuing.

"But then it got more and more distracting. Pretty mares. Handsome stallions. Stray thoughts. Eventually even faintly yonic rock formations were enough to..." she gulped. "To make it hard. And once it was... it was impossible to focus." With another sob, she continued. "Even spending time with you girls was hard—" she cut herself off with a wild, muffled laugh. "Hard! Ha! B-but it was. Because no matter how much spending time with all of you helped make me feel less... alone... I almost always ended up fantasizing about you all."

Fluttershy ran her primary feathers up and down Twilight's back. "Oh, Twilight. I wish you'd come to us. We never would have judged you for that." Fluttershy paused, thought for a moment, then amended her statement, "Well, okay. Rainbow Dash probably would have teased you, and both Pinkie Pie and Rarity would have been inappropriately excited for different reasons. But," she said, gently lifting Twilight's face from her neck, and holding her gaze, "we never, ever would have thought you were a bad pony for it."

Some mares were pretty criers. They could weep gently, and their sorrow would make them somehow beautiful, untouchable, ethereal. Their sadness would elevate them to something more than mere pony.

Twilight was not one of those mares. Her eyes were bloodshot. A line of dark, mussed fur between her nostrils and mouth were evidence of dripped snot, and all the fur around her eyes was damp and sticking up in wild directions. Her mouth quivered, and another few silent tears followed the trail left behind by their predecessors.

"You're right. I should have come to all of you right away. I was just so ashamed. What kind of friend fantasizes about their friends like that?"

Fluttershy paused. Her next words were slow, careful. "Well... I'm pretty sure it's more common than you think. And I certainly don't think you're a bad pony for it."

Twilight looked at Fluttershy, her eyes focusing on her for the first time since she'd begun crying. "Really?" she asked, her voice so full of hope that Fluttershy's heart broke.

Fluttershy cupped Twilight's chin with one wing. "Yes, really. Twilight, I agreed to do this because I've had a crush on you for some time. Which... to be honest, I hadn't realized until Rarity pointed it out to me." She ducked her head in embarrassment. "But it's true." She looked back up at Twilight, and locked gazes with her again, willing her to understand with her expression alone. "I admire you. You're brilliant, you're courageous, you're a natural leader, and. Um."

Twilight's eyes had grown very wide, and she was staring at Fluttershy as if she had never seen her before. "And?" she breathed.

Fluttershy squeaked. She kept her wing cupping Twilight's chin, but hid her face behind her forehooves. "Andi'vethoughtyouwereveryprettyforalongtimenow."

"Uh, come again?" Twilight said, blinking.

Fluttershy took a deep breath and peeked out from between her hooves. "And I've thought you were very pretty for a long time now." When Twilight didn't laugh at her, she found the courage to continue, and moved her hooves to Twilight's shoulders. "I think you're beautiful. That's why I'm here now. You need help coming to terms with this new part of yourself, and I'd like to help you do that. If... that's okay with you."

"Even though it, uh... on you already, earlier?"

"Even then," Fluttershy said. She bit her lip, and looked up at Twilight with hooded eyes. "Maybe even especially then."

Twilight's eyes went, if possible, even wider than before. "Then that means... you want to... with me?" Her voice rose to a squeak. "Together? "

Unable to speak herself, Fluttershy nodded. She took one more breath to work up the courage to ask the question properly, and caressed the side of Twilight's face with her wing. "Yes. Twilight Sparkle. I would like to have," she blushed, and paused. "To have—" she tried again. She squeezed her eyes shut and bulled forward. "I would like to have sex with you!"

She and Twilight were so close, that she felt Twilight's gasp, and heard the sharp thwap! as the alicorn's over-large wings snapped to full extension in an instant.

Twilight, sounding shell-shocked, simply said, "Yes. Yes please."

Chapter 6

Before anything else however, there was one more thing to take care of. Face still burning red, Fluttershy backed away, and both ponies planted all four hooves on the floor once more.

"Come on, Twilight. Let's get you cleaned up first, okay? " Fluttershy peered at the alicorn's tear-stained face, still streaked with snot in places.

A little hiccupping giggle was the only reply for a moment. "Oh," Twilight said thickly, "that's probably a good idea."

With a gentle series of touches, Fluttershy wrapped one wing around Twilight's back, and guided the alicorn through the little passage behind the bed, and to the library's bathroom. Twilight wordlessly pointed at a cabinet to the side of the sink, and Fluttershy retrieved a soft cloth from within. It was the work of just a few moments to restore the alicorn to her usual appearance, albeit with red-rimmed eyes.

"There we go," breathed Fluttershy. "I'll let you finish up, okay? I'll be waiting for you when you're ready." She bit her lip, and wrestled with herself for a moment before blurting out, "Don't take too long!"

She fled before she could see Twilight's reaction, and reflected that, if nothing else, today was very definite proof that her ability to blush was still perfectly functional.

After arriving at the bed, she tried to arrange herself upon it like she had been before, but couldn't seem to get her tail to cooperate. It just refused to lay flat, and instead kept twitching upward. She bit her lip as she thought about why this might be, then finally, gave up and turned to face the door.

Soon enough, Twilight came through looking much improved. For the second time, Fluttershy was treated to the sight of Twilight's breath being stolen away. She did her best to silence her inner Rarity, who was busy crowing at the success that her outfit had wrought.

Several moments passed while Twilight remained motionless, hooves seemingly nailed to the floor, and Fluttershy grew concerned. "Twilight?"

"I... just..."

The alicorn looked away, and Fluttershy's stomach fell. The pegasus climbed off the bed, and carefully made her way toward Twilight. "Twilight, we don't have to do this if you don't want to. But I promise you, I do still want this." She unconsciously licked her lips before murmuring, "Don’t you worry about that..."

Twilight inhaled sharply and looked back at Fluttershy. "I do! I just..."

"Nervous?"

Twilight nodded.

Fluttershy giggled and nodded. "Me too. Here," she said, and moved forward until she was nose-to-nose with Twilight.

Twilight smiled and rested her forehead against Fluttershy's and inhaled. "You would think that after facing down at least two world-ending threats, that something like wouldn't phase me."

"Oh, believe me," Fluttershy said, a trace of smirk in her voice, "if there's anypony that understands how unpredictable courage can be, it's me."

Twilight finally laughed, and Fluttershy felt the alicorn's entire body relax, fractionally. "Okay," Twilight said, "what's next?"

Carefully, Fluttershy mantled her wings until they covered both herself and Twilight. It felt like they were in their own private world of shared heat and breath. Fluttershy spent a moment just taking in Twilight's scent, the sound of her breathing, the violet brilliance of her eyes. She waited until their breathing had synchronized and returned to something resembling normalcy. Then, In the dimness, she whispered, "Follow me."

She backed up carefully, with Twilight in tow. When her rear legs hit the edge of the bed, she kept going until she was perched on the edge, half-sitting, half-standing. Then with a little push from her rear legs, she hopped onto the bed and allowed herself to fall backward. Her back hit the bed, and her wings fell open, framing the rest of her.

She held both forehooves out toward Twilight in supplication. "Come here."

Twilight spent a moment drinking in the sight, before climbing atop the bed, her own wings slowly spreading. Once she stood above Fluttershy's rear hooves, she paused, and looked to Fluttershy, uncertain.

Fluttershy just smiled and nodded, her heart beginning to pound. They were finally about to begin, and she was finally beginning to feel anticipation, rather than merely anxiety. She took in a breath and bit her lip. "All the way."

Twilight steadied herself, then carefully stepped her way up the bed until she was perched above Fluttershy, hooves framing her body. Her mane was just long enough to brush the edge of Fluttershy's face. Twilight found that she was trembling. With anticipation, with nervousness, with adrenaline withdrawal after her earlier crying session, she wasn't sure. But every sensation was magnified; the way the mattress bowed beneath her weight. The softness of the covers on the frogs of her hooves. The surprising warmth of Fluttershy's barrel, expanding and contracting against her fetlocks as her legs framed the pegasus.

For her part, Fluttershy looked up, and let out a soft sigh. "You're beautiful..." she murmured, seemingly without even realizing it. She reached up a forehoof to stroke Twilight's cheek. "Twilight, um. Can I..." She shut her eyes and visibly steeled herself. "Is it... is it okay if I kiss you? I don't... I don't really if that's okay in this kind of situation..."

Twilight's eyes went very round. "I! Um! I-I don't know! It's not like I've been kissed before!"

Fluttershy stopped, blinked for a moment, and cocked her head. "Never? Not even when you were at Celestia's school? I just assumed, with all the other students, and living away from home..."

Twilight shook her head. "Never. I was always too busy studying. Even if anypony was interested, I... doubt I would have noticed."

"Oh, that's so sad..." Fluttershy said. Her ears dropped, and her face fell. "I'm so sorry, Twilight. I understand if you don't want me to be your first kiss. It should be special..." She turned away.

She heard a gasp from above, and was surprised to suddenly find Twilight's lips on hers. She gave a gasp of her own, and reflexively turned her head to meet Twilight's. She found Twilight's eyes closed, so she closed hers to match and pressed back.

Like most first kisses, it was nothing to write home about. Twilight had come in too fast, and bumped her teeth against Fluttershy's before pulling back. And now that she had initiated the kiss, she seemed uncertain what to do next.

Fluttershy didn't much care about any of that. Twilight was kissing her, and the thought alone was enough to send arcs of lightning buzzing through her body. She inhaled the alicorn's scent deeply, and kissed back, pushing hard against Twilight. She gently ran her tongue across Twilight's lips, seeking permission. Twilight moaned and acquiesced, opening her mouth and meeting Fluttershy's tongue with her own.

The two ponies gave over to their instincts, and spent several long moments just luxuriating in the feeling of each other. Fluttershy pulled herself up, forelegs around Twilight, and pressed herself tightly against the alicorn. She opened her own mouth, allowing Twilight's tongue entrance, and moaned as it tangled with her own. As she pressed still more tightly against Twilight, she felt herself becoming lightheaded. She was reluctant to pull away, to relinquish this firestorm of sensation. Finally, they separated, and they gazed at each other with hooded eyes, flushed lips and heaving breaths.

Fluttershy allowed herself to fall back onto the bed, and tugged the other pony down atop her. Twilight wrapped her wings around Fluttershy's upper body, and the two of them were now in a violet cocoon, filled with the sounds of breathless panting.

"I want to see it," Fluttershy gasped. "Get rid of the invisibility, or whatever you did."

Twilight realized that the most willful part of her new anatomy had made itself known, and was sandwiched between their two bodies. In fact, the way it pressed into Fluttershy was growing increasingly distracting. She squirmed against the soft downy fur of Fluttershy's belly, and failed to hold back a whimper of pleasure. "O-okay," she said.

Twilight bit her lip, lit her horn for a moment, and there was a quiet fizzling sound. Fluttershy pulled back slightly so that she could peer between their bodies. Once her eyes adjusted, and she made sense of what she was seeing, she gasped.

"Oh, my..."

Twilight winced, and squeezed her eyes closed. Thus, she wasn't expecting a feather-light touch upon the incredibly sensitive tip of her penis. She gasped, and flinched, and turned down to look at Fluttershy, shocked.

Fluttershy, however, had barely noticed and was gently tracing a wingtip around the flared head at the tip, seemingly entranced. "I hadn't realized how... gifted... you were..." She traced the wing further down Twilight's length, her own breathing growing heavier as her wing kept traveling. It was a darker grey near the base, nearly black, and mottled with pink. A pearly droplet of fluid hung at the top, and a darker stain of stickiness already coated Twilight's chest above where the head rested when erect.

Fluttershy inhaled sharply as she crossed the medial ring. She continued up until she reached Twilight's sheath, then paused briefly, confused. Something was missing that she expected. "Oh. No sack..." she murmured to herself.

Twilight's brain short-circuited at that, and her eyes glazed over. A wave of heat washed through her, and she felt her cock pulse as a wave of pleasure washed through it, and herself.

Beneath her, Fluttershy squeaked as a spray of sticky, watery fluid accompanied the pulse through Twilight's member. It streaked across her chest and neck.

After a moment, Twilight came back to herself. "Uh. N-no. It's—well, the're—internal, basically. Apparently alicorn sperm can survive at higher temperatures than regular... regular... Fluttershy?"

Fluttershy had been staring down at her chest, as though hypnotized. Entirely without thinking, she swiped a forehoof through the sticky fluid upon it, and brought it to her mouth.

"F-Fluttershy?" Twilight said, shocked even through the haze of lust that had crashed through her.

When Fluttershy looked up at her, it was no longer the gentle gaze of the mare from earlier. Now, a cloud of lust filled her sea-storm eyes, and Twilight swore that her canines appeared pointed, fanglike.

"I want you inside me. Now," she rasped.

Twilight gasped. She squeezed her eyes shut, and bit her lip as another wave of heat flashed through her, and her member pulsed another spurt of pre-come. She shifted herself backward, barely stifling a moan as her sensitive cockhead dragged through the downy fur of Fluttershy's lower belly. She gritted her teeth and continued, finally letting out a ragged breath that smoothly segued into a moan.

At the bottom of the velvety soft expanse of fuzz between Fluttershy's thighs, the sensations beneath Twilight's cock shifted abruptly to something altogether hotter and more yielding. A protrusion of something softer and more pliable that, as Twilight continued slowly dragging her length over it, made Fluttershy hiss and suck in a breath.

Twilight had now retreated until her horn was nearly even with Fluttershy's rear legs. She raised herself off of Fluttershy and looked down, entranced, to see what she had been rubbing against.

Another wave of heat washed through her as she looked down and saw the engorged outer lips of Fluttershy's sex. Swollen to nearly twice their usual size by her arousal, and glistening in the light, they rose and fell with Fluttershy's panting breaths. From her current angle, Fluttershy's entrance resembled an upside-down teardrop, and Twilight found that she could not look away. As she watched, a shudder ran through Fluttershy's body, and her nethers pulsed once, and an engorged button of pink flesh briefly peeked out from the top of the hood, and a trail of slickness spilled out from within.

Unable to hear anything but the pounding of blood in her ears, or think of anything but the slick entrance before her, Twilight braced herself on the bed, and leaned forward. She sank down and forward until her head was pillowed upon Fluttershy's chest, then turned it sideways until one ear was pressed against Fluttershy's sternum. All the while, she pressed her cock forward until—finally!—it kissed the outer edge of Fluttershy's yielding softness.

The sound that came from Fluttershy's throat was nearly feral—a shuddering squeak with an undertone of growl. She rolled her hips against the featherlight pressure that Twilight's cock was exerting upon her, straining to press it inside herself.

Finally, Twilight slid her head forward until her face was buried in Fluttershy's neck, and the rest of her body slid with her. A moan escaped from her throat without any input from the rest of her, as her cock finally popped inside, and was suddenly surrounded by silken tightness.

Fluttershy's breath caught in her throat, her eyes opened wide, and her mouth froze in an 'o' of surprise.

Twilight gave a heartfelt groan, and attempted to roll her hips forward. She stopped with a sharp gasp as she was gripped, and even the tiniest motion brought a storm of pleasurable friction so powerful that she saw stars.

She took a long moment to collect herself, then slowly continued her hips' forward roll. Beneath her, Fluttershy gave a series of squeaking grunts—little uh! uh! uh! noises—that had Twilight whimpering with arousal. Every forward motion was met with a ripple in the slick tunnel wrapped around her cock, and it was all she could do to keep pressing.

Finally, her hips could roll forward no further. She stopped, panting, her face still pressed tightly to Fluttershy's neck, the rest of her body molded to Fluttershy's. She simply lay there, panting, overcome by the sensations surrounding her sensitive member. Fluttershy's heartbeat filled her world, thumping in through one ear as the pegasus' chest rose and fell.

"Oh," came the faintest whisper from Fluttershy. "You're so deep," she breathed. "So full..."

Twilight shivered, and her cock throbbed deep within Fluttershy, the flared head stretching her depths, and dragging another moan out of Twilight. The alicorn slowly wrapped her forehooves around Fluttershy, and gently rolled her hips against the other pony, simply lost in the sensation.

"Feel so good," she mumbled against Fluttershy's throat.

The rumble of Twilight's voice through her body sent a shiver of a different kind of lust through Fluttershy, and she felt her flanks give a sympathetic shiver. She'd never been so intimately connected with another pony before, chest-to-chest, heart-to-heart, and to have herself so full, wrapped around something so simultaneously unyielding and soft...

Another ripple of pleasure rolled through her, and she moaned and rolled her hips. Her lower lips throbbed, and she moaned again, louder this time as her clitoris winked, and was dragged against the veiny surface of Twilight's cock.

"I can..." she panted, then lost her focus as she felt Twilight throb within her again. It felt as though she was growing bigger with every pulse, and Fluttershy felt stretched full enough to burst, but still wanted more.

"I can feel every time you pulse inside me," she eventually managed. Her eyes were wide and unseeing, and she gently moaned and rolled her hips against the alicorn pinning her to the bed. The feeling of Twilight's warm flesh pressed against the shorter fur between her legs was at once so intimate and pleasurable that it nearly brought tears to her eyes.

Twilight, meanwhile, had recovered enough control over her body to finally raise her head. She didn't go far though—she just began slowly planting kisses up Fluttershy's neck. Each kiss was followed by a slow, languid nuzzle, and a deep, satisfied inhale. Thoughts coherent enough to turn into speech still eluded her, so she contented herself with just luxuriating in the sensation of Fluttershy's body pressed against her own. Every twitch of her hips sent a shock of pleasure through her body, and every ripple of Fluttershy's depths squeezed a whimper out of her throat.

After a timeless eternity of this, Twilight's pleasure-addled mind finally came up with a new idea. What if she thrust her hips? This was complicated, of course, by the fact that she was currently hilted inside Fluttershy. After planting another kiss along Fluttershy's jaw, she finally had the earthshattering thought of pulling back, first.

It took a moment to work out where the appropriate muscles were, and another, longer moment to brace her forehooves. She refused, point-blank to pull away from Fluttershy any more than she had to, so she simply slid backwards slightly, flexed her hips, and slowly withdrew her cock. The way Fluttershy's moan vibrated through her chest was enough to send another pulse of pleasure throbbing through Twilight's length, and she bit down gently on the soft skin at the base of Fluttershy's neck to bury her moan.

The process of pulling out of Fluttershy was almost torturous—the pleasure was so thick and heady that it was almost a kind of pain. She sucked in a long, hissing breath between her teeth, and squeezed her eyes shut as the slick vice around her cock squeezed and tugged in time with Fluttershy's heartbeat. The moment of resistance and sudden pop! as her medial ring was first caught, then freed, nearly ended her then and there.

Finally, she felt her cockhead, now flared to nearly half again as thick as the rest of her length, tug at something with increased resistance, and she knew that she was at Fluttershy's entrance once more. She let out a gasping exhale, nearly sobbing in a combination of relief at a reprieve from the pleasure, and aching emptiness at its absence.

Then, desperate to be enfolded again, she plunged herself back inside in one decisive stroke.

And suddenly, the dam broke.

The spike of pleasure had tipped her over some threshold she hadn't realized existed, and a cataclysm of pleasure suddenly hammered into the base of her spine. It rushed up through the back of her head, and her vision whited out as explosions went off behind her eyes, and little sparks fizzed out of her horn. Then, just as fast, the sensations swept down through her body, and blasted through her member. Not once, or even twice, but in continuous pulse after pulse of pure, body-wracking spasms of pleasure.

Beneath her, Fluttershy locked up and writhed as she felt Twilight suddenly plunge deep inside, then freeze. The alicorn's wings flared to full extension, and her horn began fizzing with arcane overload, tiny fragments of raw mana spilling into the world.

Then, Twilight's cock swelled to what felt like twice its previous size along its full length, then paused, returned to normal... then did it again.

And again, and again, and again in long, throbbing, cunt-stretching pulses that had Fluttershy's eyes rolling into the back of her head.

Eventually, it stopped, and abruptly, Twilight's entire body went boneless, and she flopped onto Fluttershy like a stringless marionette.

The two ponies lay in relative silence, holding each other and panting together. Little aftershocks of pleasure rippled through Twilight periodically, each one making her twitch and make little abortive half-whimpers. Each twitch sent progressively weaker pulses of pleasure through her cock, which were echoed by little ripples from Fluttershy.

Fluttershy lay back, slowly wrapped her forehooves around Twilight's back and, just as slowly, teased the alicorn's head up with her chin. When Twilight finally looked up, she looked dazed, and her jaw was slack.

Fluttershy licked her lips and shuddered as she felt Twilight's length slip out from inside of her and a languorous gush of warmth ooze from within her depths. After a moment, she collected herself. "Twilight?" she asked.

"Mmm?"

"Did, um. Did you just come inside me?"

"Yeah..." she replied, a dopey smile slowly spreading across her features.

"Oh," Fluttershy said.

"Um," she continued.

A faint frown creased Twilight's brow. Fluttershy sounded unhappy.

What could make her unhappy after something that had felt so good?

Unless... had she done some part of it wrong? She couldn't imagine how—the sounds that Fluttershy had been making were undeniably those of pleasure, not of pain.

And while her memory was pretty fuzzy during the long moments that she'd spent orgasming, she recalled Fluttershy's expression as Twilight had ejaculated inside of her. She had looked like she was enjoying it.

Something about that thought tugged at her. She spent a moment tiredly nuzzling Fluttershy's chest as she spent a moment examining it. Something about the idea of having an orgasm, of ejaculating inside Fluttersh—

"FOALS!" Twilight shrieked, suddenly jerking upright.

Chapter 7

Beneath Twilight, Fluttershy started violently, and was abruptly on the receiving end of the full force of Twilight's patented Panicked Stare.

Eyes wide and rolling, check. Mane already springing out of place (though their activities a moment ago may have contributed to that), check. Panicked gasping, check, check, check.

Fluttershy responded to this with the only thought that came to mind.

"What?"

"I!" Twilight shouted, then paused, seeming uncertain of how to continue. "You!" she tried.

She squeezed her eyes shut and shook her head rapidly, and when she opened her eyes again, some of the light seemed to have come back on behind them.

"I just ejaculated inside of you, Fluttershy!" she cried. "I probably just impregnated you! And now you're going to have foals!" Her panicked breathing sped up still further, and her wings began trembling. "And it'll probably be triplets because I'm an alicorn, and probably super-virile or something, and it'll be a hard birth, and then you'll be up at all hours of the day and night taking care of them! And I won't have time to balance child-rearing with my studies, and then you'll grow to resent me, and present me with an ultimatum, and I won't know what to say and then you'll take them and I'll be all alone and you'll hate me forever!"

"Um."

"Fluttershy! I'M NOT READY TO BE A MOTHER WITH YOU! OR—" she faltered for a moment here, uncertain of the terminology. "—a, a, a father! A sire! WHATEVER!" She gabbed Fluttershy's head between her forehooves and smushed their faces together. "What are we gonna do?!"

"Twilight, I took a contraceptive potion before all this."

It took a long, long several seconds before this information fully penetrated Twilight's post-orgasm-panicked brain. During that time, she stared at Fluttershy, frozen. After a full five seconds of Twilight staring, motionless, into her eyes, Fluttershy began to grow worried.

Then, finally, Twilight blinked and withdrew slightly. "R-really?" she asked in a tiny, uncertain voice.

Taking pity on the poor girl, Fluttershy gently folded her wings around her. "Really."

"...oh."

Another moment, while Twilight visibly rewound the past half a minute in her head. "Um, I'm sorry. I didn't even think about any of that beforehoof. I can't believe I forgot." She frowned, and sighed. "And suddenly, all those lectures in the health classes at the Gifted School make sense. I always thought they were silly—who would be stupid enough to have sex without thinking about it first?"

She rolled off of Fluttershy, and flopped onto the bed. "Well, I guess I know that answer to that question now: me."

Fluttershy rolled to her side, and shivered as she felt a dollop of warmth ooze out from within her. "Oh, don't feel bad, Twilight. I don't think most ponies are in quite the same situation you were."

Twilight chuckled. "I guess you're right. Although I find that I suddenly have a little bit more sympathy for teenaged colts." She paused for a moment, then narrowed her eyes. "...just a little, though."

Fluttershy gave a tiny snicker, and smiled, just glad that Twilight was feeling better.

"But, wow!" Twilight continued, "That felt incredible! Was it the same for you?" she asked, turning to Fluttershy.

"Oh! Um."

While their coupling had been very pleasurable, and Fluttershy had enjoyed it very much, she was also nowhere close to orgasm, and still feeling very pent-up. But Twilight had just gone from rapturous pleasure to mindless panic in the space of a minute, and didn't need any more worry right now. No, Fluttershy decided, it was best just to reassure her.

"It was very good. I liked it a lot."

Unfortunately, even at the best of times, Fluttershy was a poor fibber. Even more unfortunately, she never seemed to remember until too late. The look that Twilight turned on her was proof enough that the alicorn didn't believe a word she'd said.

Twilight, however, spent a moment in self-reflection before responding. That was, apparently, enough to bring to her some conclusions, because her face suddenly burned violently red.

"Oh. Oh, my goodness. I finished in two thrusts, didn't I?" she said, slowly bringing her forehooves to her face. "It felt so good that I could have sworn it was more, but... that was all, wasn't it?"

Twilight rolled onto her side, and looked down at the length between her legs. Despite having already unleashed one load of considerable volume, it was still only half-retreated into its sheath. "I'm not really sure how much stamina this thing has. I'd be happy to try a second round, if you like?"

A warm bubble of happiness settled inside Fluttershy. Watching Twilight fall all over herself just to try to make Fluttershy feel as good as Twilight (apparently!) had made her feel both desired and cared for. "Well, if it's okay with you, I'd like that too. But um," she said, looking away from Twilight, "there's something I want to check first."

She shuffled sideways toward the bed's edge, and began to lean over.

Twilight peered after her. "What are you looking for?"

Fluttershy stretched her forehoof forward, but couldn't quite reach what she was after. "I want to double-check the contraceptive potion, and make sure that it doesn't have any kind of limits. You were very, um. Productive."

Twilight gave an embarrassed giggle.

Meanwhile, Fluttershy gave a frustrated huff. The saddlebag had fallen on its side away from the bed, and was still too far for her to reach. She leaned even further forward, the entire forward half of her body now draped off the bed, and only her rear hooves bracing her against it. Almost there...

She inched forward a tiny bit more, and finally got a hoof around bag's strap. "Gotcha!" she muttered. Then, as she shifted her weight, her rear hooves slipped. She squeaked, and scrabbled against the edge of the bed, but it was no use. The covers were too slick for her to find purchase, and she was only delaying the inevitable.

"Fluttershy!"

A sudden shift of weight on the bed almost sent her flying completely off of it, but then a solid warmth wrapped itself around her midsection and hauled her back up onto the bed. After a moment's confusion, she found that she was mostly back on the bed, though her head still dangled off the edge. She was also pinned in place by the weight of somepony warm and heavy.

"Oh," she said turning around to find that Twilight was draped over her back, having apparently wrapped her forehooves around Fluttershy's hips and pulled her back. Now, the alicorn lay atop Fluttershy, with her hips pressed against Fluttershy's rear. In fact...

A tiny, devilish smile played across Fluttershy's face as she wiggled her hips, and felt something warmer and slicker than the rest of Twilight's body. "Twilight?" she asked. "Could you hold me in place, please? I almost have the bottle, and don't want to fall again..."

"Uh! Okay!"

Fluttershy leaned forward again, making sure to press her butt backward. She was rewarded with the sensation of something stirring and growing thicker, pressing against her still-slick passage.

But she also had a task to accomplish. She looked down and saw that she had actually pulled the bag strap-first back toward herself when Twilight had pulled her back. Well, that made life easier. She pulled open the flap, and rooted around inside for a moment, idly grinding her rear against Twilight's length while she searched for the bottle.

"Aha, here it is," she announced.

"Oh, good," Twilight muttered above her, sounding distracted.

Fluttershy sucked in a breath through her nose, and panted for a moment. Something about being pinned and entirely at Twilight's mercy while the alicorn grew flustered and more distracted was getting her hotter faster than anything else had today.

She bit back a moan, and pulled the contraceptive potion's empty bottle out of her saddlebag. She skimmed through the directions printed on the bottle's label.

Nocreation Elixir
Alicorn-Strength formulation
For 24-hours of foal-free fun! Drink just before intercourse. Will prevent any and all pregnancies, regardless of the virility of the partner for exactly 24 hours after initially imbibed.

"I got this from Luna's personal apothecary," Fluttershy said, doing her best to conceal the breathiness in her voice, continuing to press her rear against Twilight's now-rejuvenated length.

"Yeah?" Twilight said absently, making no effort to hide her panting.

Fluttershy felt as though a flame had been lit inside of her. That flame was steadily growing hotter, and more concentrated between her rear legs. "Yeah," she said, abandoning any effort at hiding her heavy breathing. "It says 'alicorn strength', and that it'll prevent—" She ground herself against Twilight again, and felt her lower lips slide around the circumference of Twilight's length, "—mmm. It'll prevent pregnancy no matter how virile my partner is." She began to slide her rear half slowly up and down, running her arousal-slick pussy up and down the length of Twilight's hardened cock. "No matter how many times they cum inside me."

Twilight gave up any pretense of control. "Fluttershy..." she moaned.

Trusting in Twilight to hold her up, Fluttershy rolled her head sideways and relaxed her neck, allowing her head to simply dangle off the edge of the bed. All the while, she maintained the up-and-down rolling of her hips, allowing her lust to guide her. "They could even pin me down and pump me so full that I looked half pregnant." She paused to allow a shudder of pleasure to roll through her, then continued her grinding, now more insistently. "But I wouldn't be. Nnnf..."

Finally, during an exceptionally eager roll of her hips, she slid her most intimate parts further up than she had before and suddenly, the shape she was gripping changed. No more thick rod, but suddenly, there was a flattened edge.

She had found the tip of Twilight's cock. A high-pitched whine emerged from the back of her throat, and she ground against it in little circles. "Um," she began, her eyes half lidded, her mouth hanging open, "Twilight?"

Twilight's response came only after a long delay. "Yeah?" finally came from above, sounding as dazed as Fluttershy.

"Can you..." Fluttershy bit her lip, half in embarrassment, half in sheer, eye-crossing arousal. "...can you hold me down?" she finished, quietly.

The response from above was noticeably delayed again. Eventually, "...what?" came Twilight's response.

Fluttershy froze, and her ears pinned themselves to her head. "I-I want you to hold me down. I-if it's not too much trouble, I mean."

Above her, Twilight gulped. "Are you sure?" Twilight asked, her voice full of concern. "I don't want to hurt you..."

But, Fluttershy noted, the alicorn's cock had throbbed with arousal at her request. In response, she ground herself even more powerfully against the head of Twilight's shaft, the tip even sliding inside slightly. "I'm very sure," she panted. "I trust you, Twilight."

And that was the incredible thing. She did. Fluttershy had spent much of her life in both Cloudsdale and Ponyville hiding herself away. What had begun as a fear of taunts, teasing, and bullying had slowly grown to become an all-encompassing fear of nearly everything—but other ponies, most of all.

But during that first night, that horrible night that might have become the only night, Fluttershy had thrown caution to the wind. She had put her trust in Twilight. And Twilight had repaid that trust. First, in safely leading them through the Everfree (though the contributions of the rest of her friends couldn't be discounted, of course!). Then, in saving the day, and thereby, the world.

While that had been a powerful first impression, Twilight had continued to justify the trust that Fluttershy had placed in her. While the then-unicorn could be sarcastic, condescending, and outright thoughtless at times, she had never been cruel. Had never deliberately wounded Fluttershy and indeed, had always tried to accommodate her.

And she had never given up on Fluttershy, either. Twilight always tried to include her. While Fluttershy might not have appreciated all of these attempts—particularly Nightmare Night—she appreciated that Twilight cared to try at all. Most ponies failed once, and gave Fluttershy up as a lost cause. Twilight hadn't, and when Fluttershy had allowed her closer, she had been rewarded. First, with long conversations where the other pony had not just tolerated her, but had actually listened. Even Rarity mostly just humored her when she began talking about her animal friends.

But Twilight asked questions. Twilight was interested. Even when in intense discomfort, and when worried about embarrassing herself, Twilight had still come when Fluttershy asked for help in the Whitetail Woods.

And so, it was with conviction that she said, "Please, Twilight. Fuck me."

There was a gasp from above, and then she felt Twilight's cock slide down, and then away. She arched her hips backward and whined at the sudden loss of sensation, but found herself immobilized in Twilight's grip. At the realization that the alicorn had tightened her hold, a wave a heat flashed through Fluttershy's body, and she felt herself wink again.

Then, she felt Twilight's cockhead at the entrance to her pussy and she attempted again to arch her back, to roll her hips, to scoot backward, anything, to get it inside sooner and feel that fullness again. But Twilight was implacable, and refused to budge.

Until finally, she did.

With glacial slowness, Fluttershy felt, first, an insistent pressure against her entrance. That alone was enough to make her tail instinctively flag. It was an automatic response to allow her partner better access, so that she could be more effectively bred. The instant after that thought passed through her head, she felt herself wink thrice in rapid succession. The sudden spike of pleasure as her clitoris practically thrust itself against Twilight's cock tore a pleasured shriek from her throat.

Twilight froze. "Fluttershy! Are you okay?" she called.

"Mmmnngrder..." came the mumbled response.

"Uh," Twilight faltered. "What?"

Fluttershy blinked twice, and recovered control of her vocal cords. "H-harder..."

Paused as it was with the tip just inside, the throb of arousal that rippled through Twilight's cock went unfelt by Fluttershy.

No, instead, she felt it moments later when Twilight completed her thrust in one rough motion, and hilted herself.

"Yes!" cried Fluttershy. "Harder!"

Twilight obliged. She withdrew, then thrust home with as much force as she could muster. Fluttershy heard the clap of Twilight's hips on her rear, and felt her entire body ripple with impact. Most of all, she felt the way Twilight's cock filled her to the brim. She squeezed around it, squealing at the sensation of being so roughly filled, and held down, and taken.

Then, Twilight thrust again, and again, and again, then settled into a pounding rhythm that quickly left Fluttershy half insensate with pleasure. She soon existed in a realm made entirely of sensation, where the only thing that existed was fullness and gripping pleasure, followed by sweet, aching emptiness. Then the process repeated with a rippling thump against her rear that set the whole process in motion again and again.

It was amazing. It wasn't enough. She was being used. She was a vessel of pleasure. She was desirable. She wanted more.

"Bite my neck!" she shrieked, voice rasping. "Hold me down and breed me!"

And Twilight, bless her to every heaven, did.

There was an instant of hot breath, a rasping exhale in her ear, and then a spike of pain as Twilight's teeth closed around her neck. And then a second instant of pain, followed by an intense rush of primal pleasure and utter rightness as Twilight jerked her head upward, forcibly arching Fluttershy's back.

Fluttershy was now completely at Twilight's mercy, her rear half pinned and being roughly fucked, her front half bowed forward and held motionless. Even her breath was constricted because of the way her neck was curved.

Her vision began to blur, and the blood began to pound in her ears to the rhythm of the thrusting behind her. Wave after wave of pleasure began to fill her. Each thrust from Twilight brought forth a breathy grunt, the closest she could come to screaming in pleasure in her current position.

Then, Twilight jerked her head upward slightly, and readjusted her grip, placing her mouth higher up Fluttershy's neck, and closer to her ears.

"Feel sho good," she groaned, her voice muffled her grip on Fluttershy. "You feel sho good, Fr'shy..."

And something within Fluttershy broke.

It came upon her suddenly. A rapid, rising crescendo in pleasure as Twilight's words bore into her. Then all it once, it reached a threshold, paused...

...then crashed past it. Her body arched still further until her spine groaned, and she screamed. It was a breathy, ragged thing in her current position. Wave after wave of overwhelming pleasure washed through her, and she felt her cunt milking Twilight's cock, rippling involuntarily around it as she came.

The waves of sensation kept coming, pulse after pulse ripping through Fluttershy's entire being without pause or reprieve. Every wave sent a convulsion through her body, and a storm of pleasure across every one of her nerves. Then, it seemed to pause for a moment before redoubling with a second rapid-fire storm of pleasure, and Fluttershy screamed again.

All sense of the world around her had vanished, and she existed entirely in one endless moment of pure sensation. She felt her pussy rippling, throbbing, and pushing against the welcomed invader. She felt weight and warmth upon her back, holding her hips down. She felt the dull pain at the top of her neck, and the constriction of her throat. She felt her breaths wheezing in and out of her lungs.

Then, Twilight pulled her back onto the bed, and came inside of her.

Fluttershy gasped a huge breath, her airway suddenly free, then howled as a second orgasm exploded through her. The way that Twilight's cock swelled, throbbed, then pulsed again and again, all while Fluttershy was already rippling around it had tipped her over the edge all over again.

She lay on the bed, eyes wide and unseeing, mouth opened wide in a silent scream as the redoubled pleasure exploded through her. The sensation of warmth deep inside her as Twilight filled her for the second time that day had her almost insensate with pleasure.

Then, finally, she crested the wave of pleasure, and took a single, huge gasp of air. Then, she went nerveless as every muscle gave out at once. Little aftershocks of pleasure continued to zip through her occasionally, sending twitches through her body.

Behind her, Twilight slowly slid her rapidly-softening length out of Fluttershy's depths, prompting a gasp from both of them.

Then, the alicorn gingerly shifted down onto the bed beside her and, without any further prompting, Fluttershy turned her back toward Twilight and pressed herself against her.

Hesitantly, Twilight wrapped her forehooves around Fluttershy, and pulled her close. "Is this okay?" she asked.

Still twitching with orgasmic echoes, Fluttershy didn't trust herself to speak. She just nodded, and burrowed more closely against Twilight. Every touch was both magnified, but dulled somehow—as though only the parts of her brain that processed pleasure and comfort were working, and all discomfort simply did not register.

Finally, after a timeless period of luxuriating in the sensation of being held, Fluttershy found her voice. "That was perfect," she croaked.

As her senses returned to her, she found that she had tucked her head into the little hollow underneath Twilight's chin. The alicorn had both a foreleg and a wing draped over her. The sensation of being held, and desired, and protected sent a wave of emotion through her that so fierce, and sudden, and strange, that her next breath escaped as a sob.

"Fluttershy? Are you sure you're okay?"

An inexplicable lump formed in Fluttershy's throat as she nodded. "Y-yes. Just... l-lots of. Emotions. Not sh—" she had to swallow suddenly. She took a deep breath, let it out slowly, then tried again. "Not sure why. Can you just hold me for a little while, pretty please?"

"Of course," Twilight said, trying—and failing—to keep the edge of worry out of her voice.

But she tightened her grip around Fluttershy all the same.

Fluttershy sighed happily, and nuzzled the back of her head against Twilight's chin. It seemed that powerful, emotionally-charged orgasms made her loopy.

She did her best to just be, for a while.

She allowed her mind to wander, and focus on whatever caught its attention. The perfect circle of sunlight that was slowly drifting onto the bed that was beginning to warm her and Twilight's fetlocks.

The birdsong and distant trotting of ponies that drifted in from outside. The whisper of a breeze that fluttered in through the window that was open a crack, that set the newly-installed curtains to fluttering gently. The sensation of Twilight pressed against her—her forelegs, so much thicker and more powerful now than those of the willowy, underfed-looking unicorn that had first set hoof into Ponyville.

That wasn't just the alicorn transformation either, Fluttershy reflected. Twilight, as far as she understood, had lived a fairly sedentary life before moving here. The life of a dedicated scholar, the personal student of the nation's reigning monarch.

Moving to Ponyville (and transforming the monarchy back into a diarchy as an unrelated side-effect) had been the start of a significantly more active life for the skinny young unicorn. Not only was Ponyville a traditionally earth pony town, with all the extra labor that implied, but, well... Fluttershy suspected that Twilight also just had more reasons to go outside.

A walk across town for a bite at the Sugarcube Corner could easily turn into a chat with Applejack at the market, which then might turn into a trot through Sweet Apple Acres. And Applejack meant well, but had the habit of absentmindedly assigning work to visiting friends. Twilight, polite as she was, would of course assist. To say nothing of the shenanigans that naturally arose in any town that contained both Pinkie Pie, Applejack, and Rainbow Dash. The Running of the Leaves came to mind. And of course, all manner of magical adventures that might happen when she was the bearer of an ancient, powerful artifact of Harmony.

Or she might receive a request from Fluttershy to come help her with some animals in the Whitetail Woods, and go for a trot.

"Twilight?" she said.

"Yes, Fluttershy?" Twilight replied. Her voice was muzzy, as if she'd been dozing. Perhaps she had—Fluttershy had heard that stallions grew sleepy after finishing. Maybe it was the same for Twilight. She had certainlyfinished, and the evidence of it was still oozing from within Fluttershy.

She gave a satisfied little shudder, and shook her head. Focus, she thought. "I'm, um, pretty sure I owe you an apology."

Twilight lifted her head, and her voice was now much clearer, and laced with concern. "What? What for?"

Fluttershy closed her eyes, and listened to Twilight breathe around her. "I'm sorry for tricking you when I asked you to come help me with the little critters earlier this week. I saw your face before you left. You were..." she trailed off, searching for the right word to describe the look of terrified shame that had crossed her friend's face. "You were mortified. Disgusted with yourself.

"And I'm so sorry. I was so wrapped up in trying to solve the mystery so that I could help you that... that I forgot to think about what actually solving it would do to you." She curled in on herself. Making herself smaller. "I know what that feeling is like. What it feels like to be unable to escape yourself. Nopony should ever be made to feel like that. And I did it to you."

For a heartstopping moment, Twilight drew away. Then, her grip around Fluttershy tightened, and the pegasus was briefly crushed in a hug before Twilight relaxed again.

"I'm sorry too. And I forgive you, Fluttershy," Twilight said, her voice quavering ever so slightly. "I didn't exactly make it easy to help me, did I?" She let out a laugh that was half exasperation, half amusement. "I didn't appreciate it at the time, but it led to—" she clutched Fluttershy close for a moment, "—this. Your intentions were good, and," she paused a moment, and giggled before continuing, "I'm pretty sure you'll agree that this was a good outcome. All of this has made me much more comfortable with my body, and I have you to thank for that. I feel a little silly for being so afraid of it now."

Twilight drew in a breath, and held it for a moment before continuing in a much quieter voice. "And, um. You did look really nice." She paused for a moment, then jolted slightly. "Er, not that you don't look nice now! If anything, you look even better now! Really sexy!"

Fluttershy giggled, and turned around in Twilight's grasp until they were face to face. Twilight eyes were wide and faintly panicked, which only made Fluttershy giggle again. "Good," she said, half-shocked at her own confidence. "That's what I trying to do. I was very flattered by your response, both in the Woods, and earlier today."

Twilight looked away, and ducked her head. "And my response even still, too. I keep thinking about the way you were waiting for me when I came upstairs, and..." Twilight trailed off, her expression growing distant. Her breathing grew slightly heavier.

Fluttershy peered closely at the suddenly-distracted alicorn. She wasn't quite certain, but she thought she detected a bit of a flush and... was Twilight biting her lip?

But she didn't feel any stirring between Twilight's legs—it seemed the beast from earlier had truly been sated.

But then, Fluttershy's earlier musing on Twilight's alicorn transformation flashed through her head again, and she had a sudden suspicion. "Twilight?" she ventured quietly.

"Mm?"

"Um. Please feel free not to answer if this is too personal. I'd be ever so sorry to intrude. But. When you, uhm. Finish. Like you did earlier." She was blushing, she could feel it, like a rising tide. But she steeled herself and continued. "Inside me. What about your, er, mare parts?"

Twilight's eyes refocused on Fluttershy's, and she blinked. Then, she looked down for a moment, then back up at Fluttershy. Finally, understanding lit her face. "Oh! No, it seems that neither my vagina nor my new penis experience sympathetic orgasms."

Fluttershy studied Twilight's face, and was fascinated to note that while referring so bluntly to her genitalia had embarrassed Twilight, the alicorn bulled forth, doing her best to ignore the awkwardness.

"I was actually very curious about that myself! Celestia explained in brief what being an alicorn entailed physically, and from a harmonic point of view. But she didn't exactly go into, uh, details.

"So, the first time I tried masturbating—not with the penis, I never did manage that. I was too uncomfortable with it—I finished normally, and got hard, but... nothing else. It went back to normal afterward, and just felt sort of unsatisfied." She frowned. "Today was actually my first penile orgasm. It was very... very different." She looked down thoughtfully.

But Fluttershy was frowning. "Does that mean that when you, um," and here, her voice turned very quiet, "get turned on," then returned to normal, "that unless you take care of both parts, the other one gets neglected?"

A shiver ran through Twilight. She squeezed her rear legs together, and looked away. "Um. It, looks like, apparently so?" She looked back to Fluttershy, expression now tinged with a faint hint of desperation. "And now all I can think about is the way you looked at me when I came in. The way the bow in your tail looked, and how soft you feel now..." Twilight trailed off, staring into Fluttershy's eyes.

Unable to look away, Fluttershy continued the train of thought. "And other parts of you want some attention of their own?" Twilight nodded, so Fluttershy continued, "And you haven't, um, pleased yourself at all since you began having trouble a few weeks ago?"

"N-no..." Twilight said.

"Oh..." Fluttershy frowned. "In that case, Twilight, would you let me go, please?"

Twilight's ears flicked in confusion, and she acquiesced. Fluttershy briefly mourned the loss of the warmth and safety, then shifted on the bed until she was facing the opposite direction, level with Twilight's rear hooves. She did her best to ignore the way Twilight had lifted her head up, and was tracking her movements with confusion.

Fluttershy continued circling around, until she had a clear view of Twilight's marehood. Once she did, she had to bite back a gasp.

Twilight was absolutely soaking wet.

Chapter 8

Twilight had only been lying in her current position for a few minutes, and there was already a puddle of liquid arousal underneath the poor alicorn.

A dark trail of sticky liquid connected Twilight's nethers to the pool on the covers, and as Fluttershy watched, Twilight gave a small shudder, and the stream of wetness redoubled for a moment before slowing to a trickle once more.

Not only that, but Twilight's outer labia were swollen, and so sensitive-looking that Fluttershy imagined they were almost painful. They were fully engorged, slick and a deep, inviting violet, and Fluttershy had to stifle an excited flutter of her wings.

"I'd like to take care of you now, Twilight. Is that okay?" She lifted her head up, and waited for Twilight's nod of assent. "Tell me if anything feels bad, all right?"

Fluttershy moved in. She lay on her side and, gently seized the alicorn's flanks, and drew her face close to Twilight's most sensitive place.

Or, she supposed, one ofher most sensitive places, now.

Either way, she took a moment to appreciate just how lovely every part of the alicorn was. Even—or perhaps especially—this part of the body. A perfect, beautiful teardrop shape, colored a rich violet by the soft, downy fuzz around it, with a hint of slick, pink flesh peeking out from underneath.

Then, she closed the gap, and planted a tiny kiss on Twilight's rear, just to the side of her entrance. Twilight gasped and jerked, and Fluttershy saw her clitoris peek out of its hood, bringing forth another gush of fluid.

Encouraged, Fluttershy lightly pressed her lips against Twilight's skin, and giggled quietly at the ticklish feeling of the soft fur against such a sensitive part of her body. She dragged her lips across Twilight's rear until she was just a hairsbreadth away from her swollen entrance... and then detoured around it. In response, Twilight's flank gave a powerful shiver, and Twilight herself whined.

She didn't tell Fluttershy to stop, though.

Fluttershy smiled to herself and circled around to the bottom of Twilight's teardrop, then begin planting tiny kisses around its perimeter as she circled back up the other side. Twilight's whining grew more powerful and, when Fluttershy peeked up for a moment, she saw that Twilight had lowered her head to the bed, and shut her eyes. Small, violet sparks were fizzing out of her horn, and her forehooves were making little circles on the bedcovers, uncertain what to do with themselves.

Taking pity on the poor girl, Fluttershy carefully reached out a wingtip, traced a circle on one of Twilight's forehooves with it, then gently guided it to her own flank. "You can touch if you want," she breathed. "It's okay..."

Soon thereafter, Twilight's hoof landed on Fluttershy's flank, and began rubbing in circles. Fluttershy gave an appreciate hum and resumed kissing her way up Twilight's rear. When she had fully circled Twilight's marehood, she drew away—ignoring a disappointed groan in the process—then moved forward with purpose.

She planted a kiss directly atop Twilight's pussy—triggering another powerful shiver in the alicorn's flanks—then flattened her tongue across its entire surface, and slowly dragged it up, starting at her hood, and ending at the upper edge of Twilight's netherlips.

Fluttershy had read plenty of books aimed at a particular audience, and spent many hours daydreaming up her own fantasies. As such, she'd read and imagined so many conflicting experiences of what it would be like to please another mare like this, that she had no idea what to expect.

The scent was somewhat musky and fragrant, but not overly so. Salty and slightly coppery-sour, with just a hint of sweetness. The scent, however, was something that she had not anticipated. It was very similar to the taste—though not as powerful—but overlaid with a hint of sweat, old books, warm ink, the dry, metallic scent of magic, and whatever shampoo Twilight used.

It was said that scent was one of the senses most powerfully connected to recall, and this was no exception. Because, to Fluttershy, this was the same scent that she associated with Twilight herself. The same scent that she had experienced when she met Twilight for the first time. The scent of a panicked Twilight as she helped Rainbow Dash catch the unicorn as she fell from a cliff in the Everfree. The scent of the alicorn as she trotted alongside Fluttershy through the woods...

Except now, it had that extra musky spice of arousal that was simultaneously intimate and daring. A flush of heat swept through Fluttershy, and she inhaled deeply.

Twilight gave a drawn-out groan that trailed into breathy panting, and the gentle circles she was rubbing onto Fluttershy's flanks grew less gentle, and transformed into longer stroking motions.

Clearly, Fluttershy was on to something. She spent another moment enjoying the intimacy, and raw carnality of the moment, then eagerly began licking along the edges of Twilight's lower lips. First up one side, then up the other, with the occasional long, slow lick across everything for variety. Then, in a moment of inspiration, she leaned forward and give a tiny, gentle nibble to one edge.

The effect was immediate. Twilight's body locked up, and she hissed in a breath. Concerned, Fluttershy looked up to gauge the look on Twilight's face. Instead of pained, however, it was rapt. "More of that," Twilight managed, panting, turning a lust-drunk gaze to Fluttershy.

Shivering, Fluttershy attempted to do just that. She returned her mouth to Twilight's pussy, resuming her licking, but adding the occasional gentle nibble for variety. Every time, the effect was immediately apparent in the way Twilight shivered, and moaned, and in the way her clitoris winked.

Fluttershy was so focused on what she was doing, that it came as shock when her body was wrapped in magic, and lifted into the air. She squeaked, stopped what she was doing, and turned to Twilight.

Twilight's horn was lit, and she was watching Fluttershy as she made careful adjustments to her telekinetic hold. Once Fluttershy was clear of the alicorn's body, Twilight rolled onto her back. Then, she gently set Fluttershy down atop herself, with Fluttershy's head pointed at Twilight's rear, and her rear legs straddling Twilight's head.

At Fluttershy's questioning glance, Twilight lifted her head up and smiled. "I want to repay some of what you're doing to me. So..."

Twilight's head disappeared between Fluttershy's legs, and the pegasus gave a shocked gasp as a flicker of pleasure raced up her spine, centered on her marehood. Was Twilight licking her in return? But—"Twilight, wait! Are you sure? I'm still full of—"

She was cut off by a second, more powerful jolt of pleasure, followed by quiet, wet smacking noise, almost like a sloppy kiss. Fluttershy moaned. Apparently, Twilight didn't care about the cum still oozing out of her. Shivering, she turned back to Twilight's pussy, determined to make her feel as good as she was being made to feel.

Now that she was laying directly atop Twilight, she was working from a different angle. Twilight's teats were beneath her chin, and the bulge of the sheath containing her now-quiescent cock just beyond them. And just past that, was her slick teardrop.

Fluttershy spent a moment examining Twilight from her new vantage point. Her sheath was a mottled violet-and black, and still coated with sticky white residue from its inhabitant's earlier adventures. Just before it, Twilight's teats were gentle mounds capped with two pebbled, black nipples that poked proudly into the air.

Struck by a moment's inspiration—and biting her lip against the shocks of pleasure that Twilight's ministrations were sending through her—Fluttershy leaned down and sucked a nipple into her mouth. Her efforts were rewarded with a breathy 'oh!' of surprise from behind her. That turned into a much more pleased 'AH!' when she swirled her tongue around it, and gave it a gentle bite.

Twilight didn't play fair, though. When Fluttershy moved to the other nipple, Twilight buried her muzzle in Fluttershy's pussy. That way, when the alicorn gave voice to her pleasure, the vibrations of her moan rippled through Fluttershy as well.

The sensation of it wasn't anything earth-shattering, but the notion that their shared pleasure was literally echoing through her was enough to leave Fluttershy's vision hazy with arousal.

Determined to match Twilight, Fluttershy dove back toward the alicorn's pussy, and set about with almost frenzied passion. She licked around the edges, and sucked and nibbled, and counted her successes by the moans from between her legs. She even grew bold enough to slowly, powerfully press her tongue against the outer edges, then slowly slide it inside Twilight.

Twilight grew still, but Fluttershy could still feel hot breaths against her center, so she knew that Twilight hadn't moved any further. Cautiously, she probed deeper, her dexterous tongue able to penetrate deep into her partner. She was now surrounded by the taste of Twilight's arousal, and found that she was desperate for more.

She wrapped her forelegs around Twilight's thighs, and pulled them apart for greater access, and leaned forward to improve her angle. Then, with slow, deliberate motions, she began tonguefucking her friend.

She pressed hard against the outer lips when she withdrew, drawing on her own experience of pleasing herself with the toys hidden beneath her bed. Then, as she slid inside, she curled her tongue backward, seeking a patch of rougher, more sensitive flesh. She lingered on it for a moment before withdrawing. Then, she repeated the process again, and again, and again.

Twilight had stopped pleasuring her entirely, and the only thing Fluttershy heard from behind her was moaning, growing steadily higher in pitch. Twilight's clit was now winking almost constantly, and a steady stream of juices were spilling from the alicorn's pussy.

Fluttershy's tonguing grew faster and more frenzied, and Twilight's moaning grew louder in tandem. Finally, Fluttershy decided that it was time. She withdrew her tongue entirely, then waited for the right moment, and struck.

When Twilight's clit next emerged, Fluttershy darted forward, quick as a snake, and seized the little love button in her mouth. She wrapped her lips around it gently, but did not let it retreat back into its protective hood. She sucked on it, and carefully pressed her tongue against it from every angle.

Behind her, Twilight was chanting a litany of crazed half-words, and the sparking of her horn was growing more erratic. "Ye—Fluttersh—oh! Har—ah! P—ple—oh!"

Anything after that descended into indecipherable babbling.

But it clearly still wasn't enough. Fluttershy narrowed her eyes, adjusted her position so that she could fit one forehoof between her chin and Twilight, and placed herself carefully. She took the soft frog of one hoof and lubricated it with the copious fluids beneath her. Then, she leaned down once more, and began lavishing Twilight's pussy from top to bottom with long, powerful licks. Then, after a moment she slid her tongue inside Twilight's passage, and began rubbing her juice-slicked frog against Twilight's clit in rapid, back-and-forth circles.

Twilight jerked hard, once. Twice. Then, she froze and every muscle in her body locked up simultaneously.

Then, she howled.

Loud, and long, and again, and again.

Fluttershy's face was bathed with a spurt of juices, and Twilight's passage seized around her tongue, the force of it ejecting the invader. Twilight's entire body bucked underneath her in time with the rippling of her pussy as her orgasm just kept going.

Determined to draw it out as long as possible, Fluttershy removed her hoof, leaned down, and continued licking for all she was worth. Twilight's howling redoubled, and her body jerked wildly with every lick.

Finally, after nearly a minute of full-body paroxysms, Twilight's motions began to relax, and her voice quieted. Fluttershy lifted her face from between the alicorn's legs and marveled at the mess they'd created.

The fur all along Fluttershy's face was soaked, as if she'd dunked it into a pool of water. The puddle of juices beneath Twilight had become a sopping wet mess. Streaks of fluid stretched between Twilight and the edge of the bed. Twilight's tail was coated in slickness for several inches beyond her dock.

Fluttershy turned to look back at Twilight's face. "Oh. Oh, my. Twilight, are you okay? I hope that wasn't too—" she began, before she was abruptly cut off. "Eep!"

Twilight had seized her magically again. She lifted Fluttershy up into the air, then spun her around until she was facing Twilight. Then, she adjusted Fluttershy's position until she was upright, forehooves above rear hooves, then set Fluttershy down so that she was straddling Twilight's face.

The pegasus looked down at Twilight with wide eyes. "Um! Are you sure, Twilight? I—" she stopped mid-sentence as she saw the look in Twilight's eyes. They were hazy with post-orgasmic afterglow, absolutely lust-crazed, and brimming—literally, they were actually glowing—with magical might.

She wrapped her forehooves around Fluttershy's hips, interlocking just above her tail, and pulled the pegasus down atop her face.

"Oh! Tw-Twilight!" Fluttershy cried, half in surprise, half in pleasure.

The alicorn dove into Fluttershy's marehood with a will. Her tongue was a frenzy of motion, licking and slurping and nibbling with the filthiest, most carnal slurping sounds Fluttershy could imagine. It would have been embarrassing if it hadn't been so hot.

Fluttershy moaned, leaned back, and ground her pussy against Twilight's face. Seeking ever more pleasure, she began rocking her hips back and forth, working her furiously-winking clitoris against Twilight's nose.

Then, Twilight's horn lit, and Fluttershy inhaled sharply as she felt something spread her wide, even as Twilight continued her ceaseless licking. It filled her as surely as Twilight's cock had earlier, but there was no sign of penetration. After several long moments of confused pleasure, Fluttershy finally realized that Twilight had filled her with a facsimile of a cock made of pure magic, and was continually shrinking and growing it to simulate thrusting.

The fact that Twilight could do that at all was hot enough to start a blazing fire within Fluttershy. Twilight was normally so humble that it was easy to forget that she was also one of the most powerful, most skilled mages alive. But the fact that Twilight wanted to do it—to her!—was enough to make her sob with affection and pleasure both.

Once Twilight found her rhythm, she increased the pace until Fluttershy was practically bouncing on her face. But, frustratingly, even though she felt as though she'd been on the edge of orgasm for hours, no matter how she ground herself against Twilight, she couldn't quite make herself tumble over the edge.

Ultimately, it was Twilight that did it.

She pulled her face away from her ministrations for a moment, and looked up at Fluttershy. "You feel so good, Fluttershy. You taste so good. You're amazing. You're beautiful."

Fluttershy stared back, stunned at the depth of emotion in Twilight's words, in Twilight's eyes. Twilight meant every word she'd said, with a depth of honesty that rocked Fluttershy to her core.

Then, still staring her in the eye, Twilight said, "Now, cum for me," and sucked Fluttershy's clit into her mouth at the same time as she 'thrust' the magical cock deep inside her.

Fluttershy ground her pussy as hard as she could against Twilight's face, arched her back, flared her wings, and finally felt it. The pleasure building, gathering, past the point of no return...

"Yes!" she cried. "Yes, yes, yes, yes-yes-yes-yes-YES-YES-YES! YES!" Her grinding grew more and more erratic as the pleasure built, and built, and built...

...and finally spilled over.

She shrieked, and spasmed atop Twilight. She bent double, desperate to keep feeling that incredible sensation, but no longer able to maintain her balance. She caught herself on her forehooves, and kept grinding herself into Twilight's face as her pussy spasmed and rippled over and over and over again, until time lost all meaning. The only thing that existed was this pleasure, and the raw sensation of her body as shockwaves of it tore through her again and again.

Eventually, she gave one heaving shudder, and the wave passed. Without ceremony, she rolled off of Twilight's face, and flopped onto her back, chest rising and falling as though she'd finished galloping all the way through Ponyville.

She simply lay there, little aftershocks rolling through her as she waited for the rest of her senses to recover.

After some minutes, with a gentle roaring, sound finally returned. She blinked her eyes several times, and they refocused, though slowly.

At her side, the bed dipped as Twilight shifted her weight, and slid beside her. Exhausted, Fluttershy scooted sideways until they lay with sides touching, but made no further move. She wasn't sure she could work out the correct muscles to move even if she'd tried.

"That... was amazing," she panted.

Chapter 9

At Fluttershy's side, Twilight lay panting. "It was," she agreed, sounding equally winded.

"At the end? Your eyes, um. Glowed? What happened?"

"Uh. When unicorns... experience powerful emotions... it can empower their magic." Twilight panted, sounding a little punch-drunk. "I guess that... really good orgasms... count as powerful emotions. And that it... goes double for alicorns."

"What was that spell at the end? That, um," Fluttershy blushed, and finished her sentence more quietly, "that filled me up?"

Twilight snickered. "I have absolutely no idea." Her breathing began to slow somewhat, and she no longer had to gasp for air. "I don't know if I could repeat it now. But in the moment, I knew exactly what to do." She laughed, delighted. "Magic! It'll never stop surprising me." She paused, and thought for a moment. "Definitely going to try to repeat it though..."

Fluttershy turned her head toward Twilight, so she could see her face. "And um. Thank you for licking me back. I wasn't expecting you to do that when I was still. Um." She ducked her head as much as she could, and felt a blush creeping across her face. "Still so full."

Twilight wore an amused expression. "I was kind of surprised at myself. I'm normally pretty fastidious about cleanliness. But in the moment... it just made it, um." Now it was Twilight's turn to blush. "Made it hotter."

"Oh, my."

Fluttershy remained silent for a moment, trying to decide whether or not she had the courage to say what was on her mind. As she did, a stray breeze ruffled her tail, and she glanced down to take in the state of her lower body. Upon realizing that she was practically coated in sticky fluid, she suddenly felt ridiculous.

How could she be nervous about sharing anything at all with Twilight, when she'd already shared so much?

"I noticed that you really liked it when I nibbled," she said in a sly whisper.

Twilight's eyebrows shot up, and her eyes slowly widened. "Oh. Oh, wow. Yeah. I really did. I had no idea that could feel so good. I borrowed one of Rarity's romance novels once, and the narrator talking about how much she liked the pain actually really took me out of the moment! I thought it was extremely unrealistic." Twilight pouted for a moment. "But," she continued after a moment, "I guess I get it now." Her eyes grew distant. "Really, really get it..."

Fluttershy knew which novel Twilight was talking about. Rarity lent it out to all her friends at every opportunity, because to her, it was the 'absolute peak of the genre, darling, oh you must read it!' Fluttershy had read it not long after meeting Rarity, and had had trouble meeting the unicorn's eyes for a week afterward. To say nothing of the flurry of late-night fantasies it had inspired.

"Oh, my, yes. Though I think it's probably best not to trust those kinds of books very much. They tend to leave out the um, less-perfect parts." Fluttershy gave the truly impressive Wet Spot on the bed that they had both been avoiding a significant glance.

A badly-stifled snicker was Twilight's reply. "That's probably true! Though... from what I understand, the general consensus is that first-time intercourse is supposed to be... well, bad. And awkward." She frowned. "And I guess this was definitely awkward at first. But the rest was uh... heh, wow."

"Well, um." Fluttershy said, as she suddenly found her forehooves very interesting. "I feel like I should remind you that, as nice as the very first time felt, you, um, did finish in two thrusts. You even pointed it out yourself," she said, chuckling slightly.

Twilight pouted. "Aw. And I was congratulating myself on avoiding that particular cliché."

Fluttershy giggled. "Well, if it helps, round two and three were, um. Very... oh, how did you put it? Very 'wow'."

Twilight gave her a genuine smile. "Really?"

Fluttershy giggled, and nuzzled her friend. "Really, really."

Then, she sighed, and rolled over so she lay on her front, and arranged herself until her head was pillowed atop a supine Twilight's chest. She stretched a wing out, until it covered Twilight entirely. "Twilight?" she asked.

"Y-yeah?"

"Do you mind if I nap here for a little while? You're very comfortable..."

"Oh, not at all. Go right ahead. I think I'll do the same. I'm feeling a little drowsy myself..." Twilight lightly draped one foreleg across Fluttershy's back.

Fluttershy took a deep breath, and felt a little thrill of joy at the way it smelled of Twilight. She closed her eyes, and felt consciousness already beginning to leave her. "Good..."

She fell into a peaceful half-doze. The disk of sunlight had moved across the bed, and was now warming their fetlocks. The gentle breeze continued to whisper in from outside, just enough to keep the room from growing hot and stale. The birdsong from outside had grown into a noisier chorus than earlier, and she found herself drifting in and out of awareness in time with its rhythm. The gentle rise and fall of Twilight's chest beneath her was the perfect metronome, and before long her breaths grew deeper and deeper...

She did not dream.

When she awoke later, it was a slow thing. She arose gradually, climbing incrementally back toward consciousness. As she did, she was surprised to find that the sense of peace and lassitude from before remained with her. She lifted her head slightly to find Twilight watching her.

"Welcome back. Have a nice nap?" Twilight said quietly.

In her current state of wakefulness, her mouth was much too complex a machine to operate. She settled for a happy smile and a dazed nod.

"D'you sleep?" she managed on her second try.

"A little," Twilight said. "Not very deeply though, and after I woke up, you looked so peaceful, I didn't want to wake you."

Fluttershy smiled and just nuzzled Twilight happily. Though her neck was beginning to grow a little sore in this position, so she scooted sideways, until she was on a pillow again. (Had they really made it to the head of the bed after all of that? How lucky.)

She took a deep breath and let it out slowly, and just allowed her mind to wander as it slowly woke up again.

Then, out of absolutely nowhere, a mischievous little imp of a thought came along, planted the seed of an idea, and flew away cackling. Metaphorically speaking, of course.

She blinked. Once. Twice. Realized she had to share it. She had no choice. "Twilight?"

"Mmm?"

"All alicorns are, well, like you? With both, um, parts?"

"Oh! Uh, yes. Apparently, it's been a bit of an open secret in Canterlot basically forever? I just, uh, never picked up on it." Twilight sounded slightly abashed. "I avoided the gossip circles, so it just never came up. And... well, I was taught that polite ponies Did Not Look, so I... didn't."

"So..." Fluttershy continued, tapping her forehooves together. "That means that Cadance and your brother—" She stopped abruptly at the choking noise from Twilight.

Twilight, meanwhile, looked like she'd bitten into a lemon that had just let out an orgasmic moan. Horrified, utterly bewildered, but—most of all—forced by an active imagination to consider further implications, whether she wanted to or not.

After several long seconds, during which Twilight's facial expression went on a journey worthy of a ballad, she finally covered her face with her hooves. "Fluttershyyyyyy!" she cried. "Nooooooo!" She pulled her hooves away from her face and gave Fluttershy a plaintive, desperate look. "How am I going to look them in the face the next time I see them?!"

While Fluttershy sympathized, Twilight's faces had been extremely amusing. Coupled with the thought of Twilight being adorably awkward around her brother and his wife, Fluttershy was beset by a fit of giggles. She desperately tried to stifle them by biting down on a hoof, but it wasn't working very well. "Oh noooo! I'm—hehe—sorry Twilight! I—hehehe—oh, goodness, you're right!" She finally gave up the battle, and descended into helpless giggling.

"It's not funny!" Twilight pouted.

"Oh, my goodness," Fluttershy said, trying her best to suppress the giggles, and failing mightily. "I'm so sorry Twilight. But you have to admit... it's a little funny."

She tried to fight it, but a grin twitched at the corners of Twilight's mouth. Finally, after heroically resisting for several seconds, she erupted into quiet giggles as well. "Okay, fine, it's a little funny."

Several minutes later, the two ponies had finally gotten over their giggle fit, and were laying in comfortable silence, when Fluttershy spoke.

"You know, I'm actually a little jealous of you."

Twilight shifted, and her ears flicked. "Oh? What for?"

"Well," Fluttershy said, "now that you have both sets of, um, parts, you can experience both kinds of pleasure at the same time. In fact," she said, ears flicking thoughtfully, "all the princesses can, can't they? Oh my..." she giggled, and covered her mouth with one hoof. "In fact, you could connect all the alicorns together at the same time!"

The burning red blush on Twilight's face was instantaneous. "What, like we were just little snap-together toys or something?"

Fluttershy only giggled harder in response.

Twilight threw her hooves into the air. "Besides! You couldn't have Luna and Celestia together. That'd be incest, and... well, ick." She stuck her tongue out at the idea.

Seized by a sudden wild impulse that could only have been the result of dopamine poisoning, Fluttershy leaned close to Twilight's ear until she was close enough to give it a little nibble. She did so, then whispered, "Not if you were in the middle."

Twilight's breath hitched, and her eyes went wide, then glazed over as her imagination took center stage. Then, her cock practically eruptedfrom its sheath, springing to full, throbbing hardness within moments.

Then, it somehow grew yet harder and thicker, until several veins stood out in stark relief. Its head flared wide, and the entire length twitched and throbbed powerfully. Twilight's breath grew suddenly more rapid, until she was nearly hyperventilating. Then, in a single sharp motion, she arched her back and, with a final throbbing pulse and a hoarse shout, she came. Hard.

The surprise jet of fluid caught her under the chin, and droplets of warmth splashed onto Fluttershy's chest. The pegasus, meanwhile, stared wide-eyed at the suddenly reemergent cock, transfixed by the speed at which it had appeared.

A second and third spurt of sticky whiteness erupted, splattering all over Twilight's chest as her hips made little jerking motions, thrusting her exposed cock into the air.

Then, as quickly as it had begun, it ended. Twilight collapsed back to the bad, considerably more glazed than before, panting heavily.

After a moment of shocked silence, Fluttershy finally spoke, her voice faint. "Good heavens. I didn't know that could happen."

After a moment, Twilight caught her breath enough to reply, "Me either. Wow."

Twilight spent a moment longer catching her breath before continuing. "I had no idea purely mental stimulation was even capable of inducing orgasm. Or that..." she blushed, remembering what had set her off. "Or that I was into that sort of thing."

Fluttershy nodded. "I guess now you have a new fantasy to consider."

Twilight blushed, but nodded thoughtfully. Then, she looked down at her chest and belly, and made a face. "Ugh. I made a mess. I guess it doesn't make much difference at this point, but it's the principle of the thing." She paused for a moment, then continued, her tone wry. "You know what annoys me the most about all this?" she asked, turning to Fluttershy.

Fluttershy, who had no idea what Twilight was talking about, simply shook her head.

Twilight gestured lazily with a hoof down at what lay between her legs. "I don't even mind the penis. Not really. Not even when it was giving me all this trouble! Like I said, I feel really fortunate to be able to experience both ends of the spectrum. Almost no other pony ever has that opportunity!" She shook her head. "No, it's the fact that the anatomy makes absolutely no sense whatsoever."

That... was not what Fluttershy had been expecting. She blinked. "What do you mean?"

"I mean that in most mammals, ponies included, during development in the womb, the same proto-organ develops into either the penis, or the clitoris. So, while it would be..." she faltered for a moment, then finally managed, "... weird, it would at least kind of make sense if my new friend here was actually just an enhanced version of my clitoris." She threw both forehooves into the air. "But it isn't! It's totally separate! Just kind of pasted on there, just between my teats and my vulva!"

After a long moment of silence, Fluttershy realized that, even though it seemed like she should respond to that somehow, she had absolutely no idea what an appropriate response might be. She concluded that discretion was indeed the best part of valor.

Meanwhile, Twilight had lapsed into contemplation. "You know," she said after a moment. She'd brought one hoof up to her chin, either ignoring, or unaware of, the sticky mess there. "I bet my internal anatomy now is fascinating. Why didn't I think about this earlier?"

"Um, Twilight?" Fluttershy ventured.

"Yes, Fluttershy?" she replied absently.

"I'm very sorry to have to say this, but um. That isn't even the weirdest thing to happen to us in the past few moons. Remember when I got turned into a bat-pony?"

Twilight's eyes refocused, and she blinked, then turned to Fluttershy. "Oh. Right. Yes. I... guess we do kind of get into some pretty strange situations, don't we?"

Fluttershy smiled. "We do. I still turn into a bat sometimes."

The bed shook as Twilight jolted, and she focused intently on Fluttershy. "What?! I thought I fixed that!"

"Oh, it's all right. I actually kind of like it."

A long slow blink was the only response Twilight could think to give. "You... like turning into a vampire bat pony?"

"Oh, yes. It's nice not having to think very much, or be so worried about everything, sometimes. I just make sure I keep an extra store of apples handy around the full moon."

"...oh. All... all right, then."

"I, ehrm." Her voice turned into a little conspiratorial whisper. "I also feel, um, sexier when I'm the bat. Like I could just strut down through the Ponyville square and give some stallion a come-hither wink and have him follow me home."

Twilight's cock, which had half-retreated into its sheath, gave an interested little twitch. The sudden motion attracted the attention of both mares. They turned to look, but after being stared at for a moment, the cock, seemingly embarrassed by the scrutiny, resumed shrinking at a more rapid pace. Twilight and Fluttershy turned to face each other. Then, after a beat of silence, broke out in simultaneous belly laughs.

They laughed till they cried. They laughed till their bellies hurt. They laughed till their smiles ached. The laughed, and laughed, and held each other, and fell into a fond silence, punctuated by the occasional remnant giggle.

"Hey, Fluttershy?" Twilight asked. "When you were performing, er, oral sex on me... how did you know to do even half of that?"

"Oh. Well, um. I've read a lot. Rarity lends me her books. And I buy them used sometimes. They can be very creative."

"Wait," Twilight said, tensing. "Was I... was I your first?"

"No," Fluttershy said softly. "Mine was with a stallion. It wasn't very good." She shrugged. "I'm not upset about it though. It wasn't bad. Just underwhelming." She turned to Twilight and smiled shyly. "You were the first mare, though. I'm very happy that you liked it."

"Wow," Twilight remarked. "Those must have been some good books."

"Oh, goodness. No, most of them are terrible. They're a very guilty pleasure. I like to think that I just have a very active imagination," Fluttershy said, her voice edged with embarrassment. "And I've spent a lot of time, um, experimenting with toys of my own."

Twilight looked at her blankly. "Toys? Like... balls and hula hoops?"

"N-no. Slightly more, um. Adulttoys."

"Oh. Oh! OH." Twilight sucked in a breath. "Yes. Obviously! Duh. Of course. Well," she said, smiling at Fluttershy, "I'm glad for your experimenting. I had a wonderful time."

Fluttershy's smile was small, but true. "I'm very glad."

They lay in companionable silence together for a time, both unwilling to return to their regular lives quiet yet.

Eventually, quietly, Fluttershy said, "Twilight?"

"Yes?"

"Can I tell you something embarrassing?"

"Of course. What is it?"

Fluttershy took a deep breath. "You were my third real friend. Ever." She paused.

Twilight remained silent, sensing that Fluttershy had more to say.

And she did. "Rainbow Dash was my first friend. And she's always been there for me. And I love her dearly, and she loves me. But she doesn't really understand me. And um, I guess if we're being honest, I don't really understand her sometimes, either.

"And then there's Rarity of course. I was jealous of her at first, have I ever told you that? Jealous at how effortlessly graceful she is." Fluttershy smiled. "Then, I visited her too early one day, and learned just how much work she puts in to make it look effortless. She's a good pony though. She listened—really listened—when I talked, and we have a surprising amount in common." She shook her head. "But, well, she's Rarity. She's very, um. High-energy."

Twilight giggled. She understood what Fluttershy meant completely.

"And then I met you," Fluttershy said, turning to face Twilight. "The first pony I'd ever met who not only listened to me, but understood me, and why some days it's impossible for me to leave the house. It's important to me that you know that that's very important to me, Twilight. Youare important to me."

With a forehoof, Twilight scrubbed at her eyes. "Oh, Fluttershy. You should have warned me! I wasn't ready to cry!" But she was smiling through her tears.

After a moment of sniffing, Twilight threw her forelegs around Fluttershy and pulled her close. "You're important to me too." She pulled away from the pegasus, bet continued to hold her at foreleg's length. "You're kind, and patient, and understanding in a way I can barely fathom. When other ponies are being just—" she shook her hooves in mock-frustration at an imaginary pony, "—dense, and I want to throttle them, you just effortlessly keep helping them. Or your animal friends, or anything at all, really. It's easy for you! You're amazing, and I don't want you to ever forget that, either."

And now Fluttershy's eyes were shiny with tears too. She looked down. "Oh. No fair, using my own trick against me." But when she looked up, she was smiling too.

Twilight's own smile returned, and she rolled her eyes. "What a pair we are."

She stretched, and winced as the accumulated residue on her body alternately oozed and crackled, depending on its current viscosity. "Blech. I need a shower."

Twilight rolled off the bed, and groaned. Muscles she had never exercised were sore, and she winced as something popped before settling into place.

"Twilight. Before we do that, one more thing, please?"

Twilight arched her back, spread her wings wide and gave a deep stretch. Several more things popped, but when she returned to a standing position, she felt much better. "Yes, Fluttershy?"

Fluttershy turned to peer at Twilight. "What do we tell the others?"

It was a surprising discovery, Twilight reflected, that that question didn't inspire any uncertainty in her. Perhaps she had grown since she'd come to Ponyville. She mentally rolled her eyes at herself. As if the wings weren't an indication of that.

But all she said was, "Simple. We tell them the truth."

"And, um. What is the truth exactly? Are we... dating?"

"Do you want to?"

Fluttershy frowned. "I don't really know. You're an important part of my life. And I enjoyed this. I wouldn't mind doing it again. But I, um, hope it's okay that... I'm not exactly looking for a relationship right now. Maybe I'll change my mind later. I don't know. But for right now..."

Twilight nodded. "I feel the same way. So... we tell the others that we... well, I was being a big idiot, then we had sex, and that we're still friends, and that's all."

After a moment, Fluttershy nodded. "Okay."

"Yeah?"

"Yeah." Fluttershy smiled and shimmied off the bed to join Twilight. "We have good friends. They'll understand. I think they'll just be relieved that you're okay." She paused, then amended her statement. "Well, okay. Rainbow Dash will tease you. Maybe me too. Rarity will want to know everything. Pinkie Pie probably already knows, somehow, and will have a cake ready for us. And Applejack will just roll her eyes at everypony for making such a fuss."

When she thought about her friends' likely response, Twilight felt a fond smile stealing across her face. Fluttershy's predictions matched her own. And as she imagined the scene further, she found that she could almost picture it. The more she thought about it, the more she realized that, rather than filling her with anxiety, it was anticipation that she felt.

Because, in the end, it was a funny story, wasn't it?

And her friends would understand. They would laugh, and probably tease her, and ask probing questions, and bake embarrassing cakes.

But they would still love her. They would still be her friends.

"Hey, Fluttershy," Twilight said, "I just realized something."

"Oh? What's that?"

"I did what you told me," she said. A goofy grin was beginning to stretch across her face.

Confused, Fluttershy raised an eyebrow. "What do you mean?"

"Don't you remember?" Twilight asked, her grin now wide. "The first thing you said when I got upstairs. 'Please, come inside.' And I did!"

Fluttershy stared at Twilight blankly for a moment. Then, she understood her meaning, and blushed scarlet, and gave a scandalized gasp. "Twilight! Oh, my goodness!" Then, she began giggling uncontrollably. "Get over here, you!"

Laughing openly now, Twilight dodged Fluttershy's outstretched wing and darted away into the bathroom. "You'll have to catch me!"

Joining in Twilight's carefree laughter, Fluttershy followed.

Author's Note

And there you have it. My first (real) pornographic work of fiction.

(Lingua Phallum was more of an experiment with one of those AI dungeons tools that I kludged into a story.)

It is also the most productive I've ever been while writing a story. Had this been a 50k-word idea rather than a 30k-word idea, I think I could have managed a spontaneous NaNo.

Hope you all enjoyed the reading as much as I enjoyed the writing.

EDIT: I've written a blog post with a retrospective on writing this story. If that's the sort of thing that interests you, check it out.