Lust Before You Sleep

by StormLuna

Rating: mature
Tags: Fluttershy, Sex, Twilight Sparkle, Alternate Universe, Anthro, Porn, My Little Pony: Friendship is Magic, Fetish
Length: 3495

Fluttershy is headed home when a torrential downpour strikes. The loud booms of the thunder is quickly unnerving her and she is right by the Golden Oaks Library. Rather than rushing home, she asks Twilight if she can stay with her for a while.

Fluttershy is headed home when a torrential downpour strikes. The loud booms of the thunder is quickly unnerving her and she is right by the Golden Oaks Library. Rather than rushing home, she asks Twilight if she can stay with her for a while. Twilight let's her stay and unexpected things happen.

An alternate version of "Look Before You Sleep" starring Twilight and Fluttershy.

Published 2023-12-31 19:10:00 UTC
Last updated 2023-12-31 19:10:00 UTC

A Lustful Night

It was late in the afternoon when the pegasi began to bring in dark storm clouds so that they could provide Ponyville with a nasty storm. They had to do this because they had missed a scheduled sprinkle and a moderate rain a couple of days ago so one doozy of a storm was needed to catch the town up. A majority of the pegasi had aided in bringing in storm clouds but the one who hadn't, the one who wasn't part of the Ponyville weather team was out frolicking with some animals near the Golden Oaks Library.

When Fluttershy noticed how dark the sky had gotten, she realized that she had best get home or she would get caught out in what looked like was going to be a nasty rainstorm, most likely accompanied by lightning. There was one problem though, her cottage was clear across town so she was not sure if she could even make it. Before she could make it any further there was a bright flash, a loud boom and then the rain began to pour. Fluttershy shrieked and then began to race towards home but another bolt of lightning struck not too far in front of her.

She then began to wonder if there was anywhere else she could go. She couldn't just hide under a picnic table or a gazebo because that would provide her with no protection from the elements. She then realized something, she was right across from the library so she could simply go see if she could spend time with Twilight until the storm passed. There was only one problem running through her mind, she had never been with Twilight alone and while she would certainly never admit it to anypony, she had developed a crush on Twilight. Then it hit her, Spike would be there too so she wouldn't have to be too nervous since she wouldn't be with her alone.

She quickly rushed over to the library and pounded on the door, hoping that Twilight would answer the door sooner rather than later. After a few seconds Fluttershy heard a yell coming from inside, "Coming!"

When Twilight opened the door and saw that it was Fluttershy she grabbed her by the hand and said, "Get in out of the rain!" Twilight pulled her in and asked, "Fluttershy, what were you doing out in the rain?"

Fluttershy looked down and replied with a blush, "Uhm, well I was out frolicking with my critter friends."

Twilight saw the blush and blushed in return, "Well at least you're out of the weather now." Twilight was unsure as to what to say next because she had also developed a crush on Fluttershy but was concerned on how she would react to it if she found out. She ultimately decided on something, she would ask Fluttershy if she wanted any tea. "Fluttershy, can I get you some tea?"

Fluttershy replied, "Uhm, yeah tea sounds good." Fluttershy then noticed one individual was missing, Spike. She then asked, "Twilight, so where is Spike?"

Twilight replied, "He is up in Canterlot on royal business so" she then began to blush again, "I'll be alone for a few days."

This caused Fluttershy to become nervous, she was going to be alone with the mare that she had developed a crush on. She was going to be alone with Twilight! She wasn't even sure how to respond except for looking down and trying but failing miserably in holding back a smile and a blush. Twilight saw this and added, "Well it will be nice to have some company."

When Twilight went to get them some tea, so many thoughts were running through Fluttershy's mind. She knew that she was not going to be able to hide her constant blushes from the unicorn and knew that she would pick up on them and probably ask her why she was blushing. When Twilight returned, she handed Fluttershy her tea with a blush of her own, one that it was clear that she was trying to hide but simply couldn't.

This caused both mares to wonder what was going to happen. Neither one of the two had ever been blushed at and while Twilight had heard about what blushing could mean, she didn't know if that was the case with Fluttershy. When she saw her blushing, she wanted so badly to tell her but feared rejection. What if her blushes were a result of simply feeling like she was in an awkward situation since they had never been together alone before.

Once both had their tea Twilight suggested, "Shall we sit down?"

Fluttershy gave her a blush, "Mhmm."

Twilight didn't have much in the way of seating since it was always just her and Spike in the library so Fluttershy joined her on her small couch, she was sitting right next to her. Twilight was wanting so badly to grab Fluttershy's hand but knew that if she even tried such a thing that it may anger her and put a serious strain on their friendship, not to mention eradicate any chance she would ever have at anything else.

There was a moment of awkward silence before Fluttershy asked, "Uhm Twilight, so what do you do when Spike is gone like this?"

Twilight replied, "I usually just do some reading but I've read every single book in this library multiple times and I simply don't feel like reading any of them again." She turned towards Fluttershy with a blush, "But now I'll have you to talk to."

Fluttershy returned the blush, "Well I'm happy I can keep you company."

There was another loud boom of lightning and the rain began to get heavier and louder. Fluttershy was getting more nervous while Twilight began to twitch her tail back and forth. The rain and lightning was making her want to show Fluttershy how she felt about her so badly but again, she didn't want to anger her. Fluttershy noticed her tail twitching back and forth and wondered what it was all about. She asked, "Twilight, why are you twitching your tail like that? Are you nervous?"

Twilight was at a loss of words. She wondered how she should answer her question. She knew that honesty was the best policy but all she could do was blush deeper at Fluttershy. At that moment she knew, she knew that her friend might be crushing on her and perhaps this was fate's way of saying that she could bring it up in a round about way. She scooted closer to Twilight, put her wing about her and asked, "Uhm Twilight, do you have?"

Twilight couldn't take it anymore because she knew that Fluttershy had figured it out, she knew that this was her chance to reveal her feelings. Very quickly she responded, "Yes Fluttershy yes, yes I have a crush on you!"

Fluttershy's heart exploded when she heard this. She figured that Twilight likely preferred the company of other mares but never expected her to be that one mare! She then knew she could reveal her secret too. She began to cry tears of joy, "Really Twilight? I have a crush on you too!"

When Fluttershy admitted her crush, Twilight knew that she could maybe be a bit more expressive so she grabbed Fluttershy's hand but that would be broken when Fluttershy wound up pulling her up and suggesting, "Um Twilight, what would you think of um"

Despite both of them having revealed their crushes she was still a bit nervous about whether she should actually suggest what she was wanting to. She knew what a rational minded pony Twilight was and feared that this could cause Twilight's crush to vanish and end any chances she might have with her. Her concerns would go away when Twilight gave her a huge smile, "You want us to lay in bed together for a while, don't you?"

Fluttershy blushed deeply, "Mhmm!"

The two joined hands and headed up to Twilight's bedroom. Twilight's bed wasn't big by any means as it was designed for only one pony to lay in it and this did concern her. She asked, "Fluttershy, are you sure you want us to lay together in my bed? It isn't very big."

Fluttershy gave her a smile, "It will be ok Twilight, we can hold one another close."

Twilight blushed deeply, "We can Fluttershy, yes we can!"

The two weren't sure exactly how the other wanted to lay but Twilight did know one thing, she wanted to get under the covers with the object of her affection so badly so she lifted up the covers, crawled in and motioned for Fluttershy to join her. She was elated when Fluttershy crawled in without any hesitation. The moment she got in, Fluttershy wrapped herself around Twilight and pulled her close. As the two laid there, gazing into one another's eyes, they could feel the warmth radiating from one another.

Neither mare was sure what to say as they had never been in this situation before. Twilight knew that she had to say something, "Uh Fluttershy, are you trying to send me a message?"

Fluttershy giggled, "Mhmm!"

Twilight could hardly believe it. Was her crush wanting them to simply kiss or was she wanting something much more. Twilight had never been the type to take risks when it came to friendships but she had a feeling that perhaps Fluttershy might want more. She then decided to take a huge risk and rolled over Fluttershy, getting out of the bed. Twilight then removed her top, revealing that she had larger breasts than any of her friends and even Spike knew about. Fluttershy was immediately drawn in by them, got up and then began to remove her top as well.

When Fluttershy removed hers, she revealed that her breasts were even bigger than Twilight's and this drew in Twilight's attention immediately. She zeroed in on her crush's breasts and dreamily said, "Fluttershy, they're, they're so sexy!"

Fluttershy responded with a smile, "Yours are too Twilight!"

The two continued to stare at one another's breasts yet the situation felt so awkward for the two. Both of them were wondering if they should be the first to remove their bra. Fluttershy then began to remove hers which prompted Twilight to do the same. Both mares stood there, gazing lovingly at one another's breasts. The situation felt awkward for the two but Twilight then decided to take a risk. She asked, "Fluttershy, can I....."

She was immediately cut off by Fluttershy, "Mhmm!"

Twilight gave her a huge smile and moved in. When she took to her breasts Fluttershy let out a moan, "Oh Twilight, that feels so good!" Twilight then began to suck harder and started flicking her tongue up against Fluttershy's nipple. Fluttershy began to moan louder and breathe heavier. She was feeling a sensation flowing through her that she never imagined existed. The sensation was causing her to want something much more than this. She pulled back and suggested, "Twilight, I want so much more than this! Can we...."

Twilight had a feeling as to what she wanted so she began to remove her jeans which prompted Fluttershy to remove her skirt. Once they were standing there only in their panties, they were drawn to one another even more. Twilight stared down at Fluttershy's black panties and asked, "Can I take them off for you?"

Fluttershy gave her a deep blush, "Mhmm!"

Twilight then got down on her hands and knees and began to remove her panties with her teeth. Fluttershy stood there watching Twilight removing her panties with a blush so deep that her face was as red as a beet. Once Twilight got them down to the floor, Fluttershy raised a hoof so Twilight could fully remove them. Rather than simply laying them on the floor, Twilight grabbed them and put the part that covered her marehood and began to suck on them. Twilight moaned in delight it tasted so good but it really turned Fluttershy on. Here was the mare she had been crushing on so long sucking her panties clean for her.

As Twilight continued to suck, Fluttershy began to twitch her tail back and forth as she was suddenly wanting something that she never imagined. Before Twilight finished sucking them clean Fluttershy yelled, "Twilight, I can't take it anymore!" She plopped up on Twilight's bed, got on her side and raised a leg up. She then yelled, "Take me Twilight, take me!"

Twilight got up and knew exactly what it was that her crush wanted. It was something that she had fantasized about doing with her ever since they reformed Nightmare Moon but never admitted it to anypony. She quickly got up on her bed, got on her side and laid her head on Fluttershy's inner thigh. Twilight then raised her leg and Fluttershy did the same. Almost immediately the two dove in on another and began to suck on one another. The taste of one another quickly began to overwhelm them as it was beyond anything they could imagine.

Twilight then began to run her tongue up inside of Fluttershy, prompting her to do the same. As they began to do this, they began to press their legs tightly around their lover's head as their breathing was becoming heavier and their muffled moans were getting louder. While they were eating one another, something began to cross Twilight's mind. She had always heard that where a mare's cutie marks are is quite sensitive and that massaging them will drive that mare wild so Twilight began to massage Fluttershy's cutie marks.

Almost immediately Fluttershy pulled out and began to moan loudly, "Yes Twilight, yes! Oh sweet Celestia yes!"

Fluttershy then did the same thing to Twilight, causing her moaning to get louder and her breathing to get heavier. The two squeezed their legs around their lover's heads tighter and tighter. The warmth flowing through the two was making them hotter and hotter. After a while the two began to moan much louder and ultimately let out a loud muffled loan as they climaxed simultaneously. As they released a flood of cum into one another's mouths, they moaned in delight as they consumed the tasty liquid they had provided one another.

Once they had finished eating one another, they pulled their heads out and Fluttershy sprawled out on Twilight's bed, putting herself in an extremely vulnerable position. She had never dreamed she would do this but she couldn't stand it! She wanted something truly special and only Twilight could provide it. She gave Twilight a pleading look and begged, "Please give me your horn Twilight, please! I have to have this!"

Twilight could hardly believe it. Out of all the ponies she had ever known in her life, she never imagined that it would be the shy and timid Fluttershy who would be begging for horn sex. It was something that Twilight probably wouldn't do for anypony else but this was Fluttershy and since Fluttershy wanted it, she was going to share her horn.

Twilight got down at the foot of her bed and began to lower her horn right towards Fluttershy's marehood. Right before her horn made contact Fluttershy pulled back. When she did this Twilight was a bit disappointed as she asked, "Fluttershy, are you ok? Did you change your mind?"

Fluttershy replied, "No Twilight, it is just that I've always heard a mare's first time really hurts."

Twilight reassured, "It's ok Fluttershy. If it starts to hurt, I'll pull out alright?"

Fluttershy gave her a nervous smile and relaxed her body. Twilight then began to move her horn towards Fluttershy's marehood and the moment she began to insert it, Fluttershy let out a moan of delight. As she continued to push her horn in, she began to moan gently until she felt herself hit a barrier, a barrier that quickly gave way. Fluttershy wrapped her legs around Twilight's head and screamed in agony. Twilight was trying to pull out but couldn't. She asked, "Fluttershy, are you ok? Do you want me to stop?"

Fluttershy cried out, "No, just wait a minute and then you can keep going!" She paused before adding, "And give it to me rough Twilight!"

Twilight could hardly believe it. Here she just caused Fluttershy a great amount of pain yet now she is going to be wanting it rough. After a minute Fluttershy demanded, "Twilight, pound me with your horn and make it rough!"

Twilight then began to thrust into Fluttershy with a much greater amount of force. Very quickly both mares were squealing in ecstasy. Fluttershy wrapped her legs around Twilight's head more tightly and tightened her vaginal muscles, pressing much more tightly around Twilight's horn. As Twilight continued to give it to her, both of them continued to squeal louder and breathe heavier and then finally, they felt it happen. The two felt a surge of warmth flowing through their bodies as they squealed loudly as both of them came. Fluttershy soaked Twilight's head with her cum while Twilight came all over her sheets.

Twilight then pulled her horn out and crawled up to where she was face to face with Fluttershy. She gave her a smile and exclaimed, "Oh Fluttershy, I never imagined such pleasure existed!"

Fluttershy gave her a quick kiss before replying, "I know Twilight!" She paused before getting a bit sad, "I just wish I could give you the same pleasure you gave me."

Twilight suggested, "You know Fluttershy, I can always study some and give you a temporary horn!"

Fluttershy got a lustful look in her eyes as she suggested, "Or you can give me a temporary something else!" She paused before adding, "I want to be on top of you when I'm pleasing you, I want to be the dominant friend!"

Twilight's eyes grew wide when she heard this. She had never imagined that her friend would want a temporary stallionhood to put up inside of her. Twilight was unsure of the idea initially but then she began to think about how incredibly hot it would be for Fluttershy to be laying on top of her, giving it to her rough. Deep down she wanted to submit to the shy pegasus. She gave Fluttershy a smile, "If that is what you want, I will study it." She paused before whispering into her ear, "Besides, I think being your sub would be incredibly hot!"

Fluttershy's wings spread wide as she squealed, "Oh yes Twilight, yes!" Fluttershy was in such a state of jubilation that she said something she shouldn't have without even thinking, "And you can cast a fertility spell on me so I can get you pregnant!"

Twilight gasped in shock when she heard this. They weren't even marefriends yet here was Fluttershy wanting to get her pregnant. Twilight gave her a nervous smile, "I don't know Fluttershy. Fertility magic is very difficult and we have only known one another for a couple of months." She saw her friend's face drop and continued, "Fluttershy, it is simply too soon for that and a foal is a huge commitment, something that I don't think either one of us would be ready for." She paused before finishing, "And I don't want Princess Celestia to get mad at me."

Fluttershy knew that she had made a mistake in saying something so out of the blue and understood Twilight's reasoning. She replied, "I'm sorry Twilight, I was so excited over you going to study to give me a temporary member that I lost all rational thought." She then began to wonder if the comment may have caused her to lose Twilight. She asked, "But can you still study that and can we still do this?"

Twilight gave her a smile, "Of course we can Fluttershy and you know, I could study that futa spell for both of us! Why should you always be the one on top?" She paused before adding, "And we can do it often, very often!"

Fluttershy gave her a mischievous smile, "I'm happy we can do it often but still, since we have added benefits to our friendship, I am going to be the dominant one all the time!"

Twilight gave her a smile, "And I wouldn't have it any other way!"

Fluttershy then rolled Twilight onto her back, crawled on top of her and began to kiss her passionately. As they laid there kissing, Fluttershy was already beginning to think about how having a member would feel, especially when she would have it inside of Twilight. She began to imagine dominating Twilight and giving it to her rough. Twilight wasn't thinking too much about Fluttershy wanting a member as she had something much bigger running across her mind. During their experience, she had fallen in love with Fluttershy and wondered when the right time would be to ask her to be her marefriend.