To Soothe the Neurotic Beast

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.