To Soothe the Neurotic Beast

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.