Fluttershy had stayed the night, and most of the next morning, in ‘Suite Y’. The sex club had at least three rather posh ‘aftercare rooms’, all of them decorated in gentle, inoffensive colors with plenty of fluffy blankets and towels. Fluttershy was resting on the large bed, curled up in a pile of soft blankets that still smelled a little like Rarity. The room had a large bathroom, and a tub large enough for a half-dozen. The perfect place to recover after an intense session.

And yesterday had been rather intense. She was glad that she’d opted to be an observer of today’s list item, rather than a participant. Still, she worried about Rarity. Twilight was probably upset that princessly duties had made her miss two days, and Rarity…

Well, yesterday had been fun, but draining. And now Rarity was about to jump into another difficult, yet hopefully rewarding, day.

She’d spent most of their aftercare time yesterday assuring Fluttershy that everything was fine, that she had chosen the scene, but still, Fluttershy worried.

Maybe…

There was a knock on the door. Fluttershy jumped, then struggled out of her bedding to flutter over to the door. “Coming!” she called, taking a moment to glance at a large vanity mirror near the bed. Her mane was mussed, but she looked clean; more-or-less ready for polite company. She creaked the large door open a few inches and peered out.

Flash Magnus, Pillar of Equestria, friend, soldier, royal guard trainer, and impressively handsome stallion, was standing there, smiling at her. He was wearing his royal guard uniform.

Fluttershy pulled the door the rest of the way open with a happy cry. “Flash! I didn’t know it would be you! Come in!”

“Just for a moment,” he said. “Rarity is getting set up for the scene. We’ll be starting soon.”

“Soon?” Fluttershy felt a thrill of panic. “Did I oversleep?”

“No,” Flash said soothingly as he stepped into the room. “I came early. I wanted to go over some things with you. Your boundaries, your intentions, that sort of thing.”

“My boundaries? But I won’t be…” she hesitated. “...playing. I’ll just be watching.”

“Even as an observer, you are still there. You deserve respect and safety, and as the dom in the scene, it is my responsibility, my duty, to make sure everypony is safe and enjoying themselves. What Rarity and I have planned might be a little intense for a beginner, so I wanted to make sure you were okay with things.”

Fluttershy nodded. She knew what Rarity had planned. “Um. I know there will be some… degradation involved. B-but I would prefer if it didn’t include… um… name-calling.”

She was sure the stallion would laugh. But Flash Magnus nodded slowly. Thoughtfully. “I can do that. No name calling. Anything else?”

Fluttershy gave it some real thought. Truly, there was going to be some things happening to Rarity that would terrify Fluttershy, if they were happening to her.

But… after yesterday… maybe not.

“No,” she said carefully. “But I know how to say ‘yellow’ if something comes up.”

“Don’t hesitate,” Flash said. “You are as much a participant as myself and Rarity.”

That was a bit of a surprise to her. When Twilight and she had been working out plans for today’s kink, she’d known it would be just like Nightmare Night. But observing one of her friends having fun would be fine. Still, she hadn’t seen herself as a participant.

“Okay. I’ll keep that in mind.”

Flash Magnus led her through halls vaguely familiar after yesterday’s adventure. Before, she’d been too keyed up and nervous to pay much attention. After, she’d been too tired. She was far more comfortable now.

“I’m glad it’s you,” Fluttershy said. Glad it was somepony she knew. He nodded, and they lapsed into silence again. She took in the bland, featureless walls of the club. It wasn’t much of a dungeon.

“The rooms are individually themed,” Flash said, and Fluttershy blinked, not realizing she’d spoken her thoughts aloud. “Trust me, it’ll fit your needs.”

“I’m… never mind.”

“Speak your thoughts, Fluttershy. The more I know about you, the better I can help fulfill your needs here.”

Fluttershy shook her head. “I just didn’t know you were into this stuff.”

He turned back to favor her with a smile. “Indeed. For obvious reasons I don’t publish it, but I don’t mind. I’ve found kink games a good stress release from my duties.” He paused. “Rarity and I have played a few times. Whenever she visits her boutique, and we have time.”

“So you two…”

“Are friends with similar itches that need to be scratched,” Flash assured, though Fluttershy hadn’t been feeling jealous. “We know each other’s boundaries well. We’ve even switched roles once.”

“You can… do that?”

“Of course you can,” Flash said. “And Rarity is quite good at being a domme, though submitting is not a side of myself I indulge often.”

Fluttershy thought of the way she’d felt inside the box. The helplessness, the pleasure, the paradox of complete control and no control at the same time. She knew she’d probably want that particular itch scratched a few more times.

“We’re here. Are you ready?”

It didn’t look like the rest of the doors in the Suite. It was wooden, with studded iron bands. The wood was cracked and pitted, and the lintel was made of theatrically painted stone. It looked like something out of an amusement park.

The casual unreality of it stilled her beating heart, and she smiled.

“Yes,” Fluttershy said. Flash Magnus opened the door.

The inside decorations were more intense as the door. The ‘carved stone’ walls looked wet and gray, and wall sconces held faux-flame torches, flickering with yellow light and filling the room with dancing shadows.

The walls were lined with racks, filled with tools. In a true dungeon, they might have been torture implements, too horrifying for Fluttershy to even consider. These were filled with toys; dildos, vibrators, restraints, and devices that Fluttershy couldn’t even guess at their use.

The furniture fit the theme as well; There were tables with shackles built into them, hooks in the ceiling, a pair of oddly shaped chairs, and even a four-post bed with black, velvety bedding. Last of all was an X-shaped apparatus standing upright.

On this, Rarity was tied, spreadeagled. Each limb was restrained with ropes just tight enough to squeeze a little into her flesh. A tight red blindfold was tied around her eyes, and her lips were sealed with a bright red ball gag, strapped behind her head.

Standing next to the bondage furniture was a mare, dressed in the same uniform as the stallion guide from yesterday.

“All is ready for you,” she said softly, and slipped out of the room.

Fluttershy looked at Flash, who smiled. “Never ever leave a bound sub unattended. Yes, her horn isn’t restrained, so she could escape if she needed to, but it’s still important to be safe.”

He nodded to the bed.

“Go get comfortable. There are toys if you wish. And again, if you are uncomfortable for any reason, let me know.”

Fluttershy took a moment to glance at the shelves and racks on the wall, selecting for herself a small, narrow vibrating dildo. Just in case.

As she arranged herself onto the bed, Flash was approaching Rarity, who was trembling just a little in her bondage. Flash gently lifted the ball gag from her mouth.

“Ready to start,” he whispered. “Color check?”

“Green. Bright green, darling. Full steam ahead,” Rarity panted. Fluttershy glanced between Rarity’s hindhooves. The fur was damp. Fluttershy shifted her hindlegs a little.

“Very well,” Flash said, and returned the gag between her lips. Rarity let out a mumbled grunt.

Flash Magnus didn’t change out of his uniform. He didn’t change physically. But to Fluttershy’s eyes, something shifted in the ancient hero. The normally stalwart and bold stallion suddenly became… sinister in her gaze.

“Well,” he drawled. His voice was sinister too. Rarity let out a muffled whimper. “I seem to have caught a thief.”

Rarity whined in protest.

“Among my own maids, even. How distressing.”

His hoofsteps were slow, methodical. Rarity’s ears tracked him, even though she couldn’t see, and with each heavy clop she flinched a little. He was moving over to the wall, Fluttershy realized, to a rack of striking implements. Crops, floggers, paddles, even a wicked looking switch. Fluttershy felt a spike of worry.

“Did you think yourself immune?” he continued, his hooves brushing over the tools until he picked up the switch. “Simply because I invited you into into my bedchambers a few times and gave you a few nights of screaming pleasure, that it would not be noticed when you began walking away with my valuables?”

He picked up the switch with one wingtip, and without any warning sliced it violently through the air. He was several lengths away from Rarity and her bondage, but Rarity still screamed into her gag at the whistling sound.

It made him grin wickedly. He moved closer, swinging again, this time close enough for Rarity to probably feel the wind of the switch’s passage on her fur. She screamed again, thrashing in her bonds.

“I think… perhaps not. Too barbaric,” Flash muttered, and Rarity appeared to relax. “Maybe…”

His next tool is a paddle, heavy and wooden, with holes. He didn’t swing it, instead moving right over to Rarity. Slowly he brushed it against her stomach.

Fluttershy gulped, feeling a flush of heat in her nethers. She placed the vibrator on the bed, turning it on. It began to buzz with a low hum. She didn’t want to be too distracted. Just a gentle stimulation. She moved over the toy, spreading her legs and sitting down so that her pussy rested along the length of the toy. She let out a little squeak as she rubbed her clit against it, grinding into the bed. To muffle herself, she put a hoof in her mouth.

She imagined it as the gag Rarity was wearing, and moaned hard.

Meanwhile, Flash was running the paddle over Rarity’s stomach, and then her chest, her forehooves, then began down, sliding it gently over her flanks, then across the front of her hindhooves. Finally he brushed it against the lips of her cunt. Rarity moaned, thrusting her hips forward.

“So eager to be punished,” Flash said, laughing. “Don’t you worry, you’ll be begging for my mercy soon enough.” He rubbed it a few more times against her lower lips, before lifting the wet spot on the wooden paddle until it was just under Rarity’s nose. “Smell that? That’s how turned on you are. Foolish maid. Did you steal from me just so I would punish you? There are wiser ways to get my attention.”

Rarity shook her head, thrashing about, and Flash laughed again, before rubbing the wet secretions right on the gag itself, so that she couldn’t help but smell her arousal.

Fluttershy ground harder.

“Hmm…but no. I think not,” he said, turning back to the tool rack and replacing the paddle. “We need something more graceful.”

But he didn’t immediately reach for a tool. Instead, Flash stripped out of his uniform. His eyes met Fluttershy’s, smiling slyly as she panted and moaned into her hoof, grinding into the bed. He kept her eyes with his own as his uniform pants came off, revealing his shaft; thick and long.

Fluttershy gulped, frozen in her motions, her eyes drifting from his… to the length between his hindhooves. It was darker yellow than his fur, and mottled, thick with arousal.

Her mouth was suddenly dry. He smirked at her, before turning back to the tool rack and selecting a long, flexible crop.

“Ah, but I have delayed too long. Regardless of how sweet your charms have been, my lowly maid, it is time you paid for your crimes. Perhaps after I shall allow you to beg. But for now, the needs of justice are absolute.”

Rarity shivered.

Flash Magnus stepped up to her, well within range. As with the paddle, he began by teasing, dragging the crop up Rarity’s hindhoof, before suddenly rearing back his wing to land a solid strike, right on Rarity’s left flank. She howled into her gag.

“I shall carve the value of the trinkets you stole into your wicked flesh,” he hissed at her, rearing back for another strike on the other side. “I shall leave you quivering and weeping. And then you may beg me for mercy.”

He drug the crop up her thigh to rub against Rarity’s drenched pussy lips, before rearing back to strike right on her inner thigh. She squirmed and whimpered, muffled begging lost in the gag.

“You’re starting to see the folly of your actions. Good.”

Suddenly and without warning, he thrust his muzzle between Rarity’s legs, taking a long, slow lick of Rarity’s slit. She thrust her thighs forward, screaming.

But it was over too soon, and he was back to swatting her with the crop. Fluttershy was unable to tear her eyes from the scene as red lines began to appear in Rarity’s pristine white fur as she spasmed and twitched helplessly against the onslaught.

Fluttershy forgot to count the strokes. It could have been a dozen. Or maybe a hundred. But finally Flash paused, stepping back.

“Have you learned? Learned how you are nothing?” he panted, catching his breath from his frenzied exertions. “Learned how it is folly to cross me? And are you ready to plead for my mercy?”

With one hoof he unlatched one side of the ball gag, and released it. Rarity let out a gasp.

“Please, Master Flash. I beg you, forgive me my impertinence. It was only a bauble, I merely thought…”

“You make excuses. You have not learned,” Flash said cruelly, replacing the gag as Rarity let out a muffled squawk of protest. “Now, you will remain complacent while I adjust your bindings. Do not try me, or your tears will fall as rain.”

Carefully he untied her stretched out forehooves from the frame, though he left the ropes on them. Even in the midst of the acting, Fluttershy noted that he carefully checked each of Rarity’s forehooves, probably checking for injury. As soon as the second bond was undone, though, Rarity collapsed to the floor. Flash ignored her until he had untied her hind hooves from the frame, checking them as well.

“Sit up. Forehooves behind you,” he said sternly, and Rarity trembled as she shakily obeyed his orders. Quickly he tied her forehooves behind her back. “Turn around, rump up. Tail raised.”

Rarity clumsily followed his orders. Flash guided her with the crop, until Rarity’s marehood and ponut were in Fluttershy’s full view. She gaped as she ground into the gently vibrating toy. Rarity was gushing, her mare juice dribbling down onto the floor.

“You will learn,” Flash growled, and struck with the crop on Rarity’s raised hindquarters. Rarity screamed and spasmed, hooves jerking, as she tried to stay on her hooves. “Even if I have to carve it into your flesh.” He struck again. Again.

Fluttershy started timing her hips to the impact. With each strike, she mashed her clitoris on the buzzing toy on the bed.

He struck ten times, and then Rarity’s horn flashed with a pulse of yellow light, her hindhooves collapsing against the floor. Flash immediately put the crop down. The signal to slow down.

Flash unbuckled the gag before Fluttershy could even sit up. “You’ve had enough.”

“Yes, master. Please, master. I’ve learned. I’ve learned! I was wrong to steal, however much it was. Please. Let me show you my devotion. Just no more pain, I beg you, and everything will be green.”

Fluttershy thought it was perhaps a bit clumsy the way she tried to weave the word into the scene, but Flash simply nodded.

“Very well. Though you still need to learn humility.” He smiled at Fluttershy, and moved over to sit on the bed. It was an awkward position, but he leaned back, allowing his mast to stand tall, proud, and upright. Fluttershy could see the glistening of pre on the tip. “Follow the sound of my voice, if you can. Crawl to me, and use your mouth to show your devotion, and I may accept you back into my service, and my bed.”

“Y-yes, sir,” Rarity whispered, awkwardly turning, inching along the ground, still bound with her hooves behind her back. “I’ll do my best, master.”

“See that you do,” he said softly, and her ears tracked his voice. Fluttershy watched, amazed, as her graceful, beautiful friend, who panicked when even a single strand of mane was out of place, dragged her sweating, disheveled self across the floor, crawling and debasing herself as she followed Flash Magnus’ voice. She even left a trail on the stone floor behind her. “Come to me, my possession, my slave, my lovely. Come to me and serve me.”

Awkwardly, slowly, Rarity finally reached the foot of the bed. She managed to drag herself up, leaning against his hind hooves, until her face was placed between his legs. She nuzzled his thighs, pressing her nose into his sack.

“Master…” she cooed. “Thank you for your mercy.” And she began to worship, kissing and licking at him until he reached out with a hoof and shoved her back.

“Enough. Administering your punishment has left me aroused enough that I have no need for your foreplay. Get to the point.”

Rarity did, literally. Lifting up into a kneel, she moved her lips and tongue up his length, pausing at his medial ring to kiss before he gave her a warning tap on the shoulder. Finally she made it to his tip, her tongue darting out to lick away the slick precum that dribbled there. Flash shuddered with pleasure. “Good, my slave. Good. You are learning to obey.”

Rarity bathed the tip with her tongue, but not for long, before she leaned up and took him into her mouth.

Fluttershy nearly came, but something in her told her to hold off. She didn’t know why, but she denied herself, lifting her drooling cunt off the toy on the bed as she watched Rarity swallow Flash Magnus’ cock.

Fluttershy half-expected Rarity to go all the way to the base, but then shook her head, chiding herself internally. There was no way, in this position, that there was enough room in Rarity’s muzzle for Flash’s entire length. But she did make it all the way to the medial ring, her tongue licking and her cheeks hollowing as she sucked away. With one hoof, Flash stroked the remaining length that she couldn’t reach.

“Good. Good!” Flash cooed to her, his other hoof in her mane as he guided her gently. “It won’t be long now. Serve your master.”

Rarity’s head bobbed up and down as Fluttershy watched, entranced. It was hypnotic, in a way, and Fluttershy lost herself, listening to each guttural noise coming from Rarity’s throat, and the encouraging moans from Flash’s. Idly she thought about the power Rarity had… even in the scene, as the submissive, Rarity was drawing out of Flash’s muzzle uncontrollable sounds of pleasure.

“Have you… earned a reward, maid? Have you earned my mercy?” he whispered harshly, trembling, clearly close to his climax.

Rarity paused, coming up to take a breath. “No, master. I am unworthy.”

“Good slave,” Flash breathed, and with a quick motion jerked himself hard and fast. Fluttershy saw his entire length pulse, and she gasped, realizing what was coming before it happened. “Stick out your tongue.”

Rarity opened her mouth wide, her tongue extended, just in time for Flash Magnus to let out a grunt. Thick white ropes of cum fired out, splashing over her muzzle, her mane, and her blindfold. A few errant strands landed on her tongue and in her mouth. Fluttershy gaped herself as her elegant friend was degraded, drenched in Flash’s copious climax.

After a moment Rarity put her tongue back in her mouth, rolling Flash’s gift around on her tongue before swallowing. “Thank you for your lesson, master.”

Flash reached out and lifted up her blindfold, smiling into her eyes. “And thank you for learning it, maid. I deem you worthy to share my bed again, if you desire. Come and join me.” He glanced at Fluttershy. “You too. It’s time for some cuddles, if you want.”

Fluttershy helped get Rarity cleaned up while Flash Magnus removed the bindings, before Rarity insisted that the three of them recover together by cuddling and sleeping off their excess. Fluttershy was still aroused, however, so rest was elusive. So, with a careful voice, she broached the subject.

“Um, this is aftercare, right? Um, are there any rules against…uh…sex?”

“During aftercare? It isn’t typical,” Rarity admitted on one side of her, cuddling up against Fluttershy’s side. She still smelled of sweat and sex. Fluttershy didn’t mind; the scent of Flash Magnus’ cum was oddly intoxicating. “But it’s not unheard of. The point is to relax and come down from the highs of the scene, and sometimes lovemaking can be a part of that.”

“Would either of you object,” Fluttershy said with a gulp, “to a bit of relaxing lovemaking, then?”

She glanced at Flash when she said it, and he nodded.

“Good. Lay back.”

It didn’t take long for him to get hard again, and Fluttershy mounted him, impaling herself on his cock with a cry. She rode him slowly, grinding her hips to push him hard inside her. It didn’t take long before she came, crying out her extasy into the room as Rarity watched.

“Now you, if you want. You didn’t cum, did you?” Fluttershy asked to Rarity. Wordlessly Rarity smiled, leaning up to kiss Fluttershy passionately, her tongue demanding entrance.

They barely broke the kiss as they traded places, and Fluttershy used her hoof to guide Flash’s cock into Rarity’s cunt. Rarity, for her part, was much more vocal than Fluttershy had been, singing her pleasure and coming twice before Flash finally grunted and finished inside of her.

Then, the three of them cuddled up in the bed, cum oozing from Rarity’s marehood, as they drifted off into a deep, satisfied sleep.

Author's Note

So as I said in the description, I'm relatively new to writing erotic or sexual scenes. So if there's any specific feedback it would be welcome, thank you.

This is an exercise for me to get better at this kind of writing, after all.