Fluttershy, Goddess of Fertility

by orivonfist

Rating: mature
Tags: Fluttershy, Sex, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Porn, Hondo Flanks, Fetish, Cutie Mark Crusaders
Length: 5415

After being transformed back from being a vampony, Fluttershy starts to feel a desire to be closer to others.

After being transformed back from being a vampony, Fluttershy starts to feel a desire to be closer to others.

This is a commission from the wonderful writer Jest

This story contains a variety of fetishes. Some that will be introduced later. These fetishes in Kinks are limited and will be included later.

Futa, Cock vore, Cock transformation, identity death, semi. non-con into con, musk, genital worship.[\spoiler]

Published 2024-02-04 18:40:00 UTC
Last updated 2024-02-04 18:40:00 UTC

Fluttershy, Goddess of Fertility Chapter 1

Fluttershy hit the dirt hard, her body tumbling over and over before finally hitting the base of an apple tree and coming to an abrupt stop. The mare would have been injured but she was so out of it from her sudden and abrupt transformation back into a pony that she felt no pain. All she could feel was a strange feeling of loss as her mind once more took the dominant position within her conscience.

“What gives Twilight? You were supposed to lower her down gently!” Rainbow Dash exclaimed in annoyance.

“Sorry everypony,” Twilight replied wearily, a hoof pressed against the side of her head. “But that spell took way more out of me than it was supposed to.”

“Why? Did something go wrong?” Rarity pressed.

“No, nothing went wrong. At least I don't think so,” Twilight stated.

“What happened exactly?” Spike inquired.

“I’m not sure to be honest. It was like there was a force that was attempting to resist the spell somehow,” Twilight muttered, deep in thought. “But Fluttershy’s body should have worked with me to return it to normal. A pony’s wellspring naturally resists a curse even after its taken root.”

“So she isn't going to turn into a giant fruit bat and eat all Applejack’s apples?” Pinkie Pie asked.

“No, nothing like that. She may just be a bit more out of it than anticipated,” Twilight declared.

As if on cue, the former bat pony groaned, and just like that the fear that she may attack the group vanished. The five friends rushed to their friend’s aid, with Applejack getting their first, and hoisting Fluttershy back to her unsteady hooves. Rainbow Dash stood nearby, a wing flapping, sending cool air toward the confused shy mare rising up from the dirt.

“Easy there sugar cube. You took quite a tumble there,” Applejack exclaimed.

“Wh-where am I?” Fluttershy muttered blearily.

“Are you okay Flutters? Does anything hurt?” Rainbow Dash asked.

Fluttershy paused and then shook her head.

“No, I’m fine just really exhausted for some reason,” Fluttershy shook her head and looked around, only now realizing where she was. “What happened to me?”

Pinkie Pie suddenly appeared before her, the pink mare sliding up between the narrow space between Fluttershy and Applejack.

“You turned into a vampire pony! A vampony!” Pinkie Pie proclaimed.

Fluttershy gasped, recoiling in horror.

“I tried to eat ponies?” Fluttershy exclaimed.

“Of course not!” Pinkie Pie retorted.

“So… I wasn't a vampire?” Fluttershy murmured in confusion.

“Yes!” Pinkie Pie quite unhelpfully answered.

“Yes I was or yes I wasn't?” Fluttershy inquired.

“Yes, you were!”

“But I didn't try and eat ponies?”

“Yes!”

“I did!?” Fluttershy exclaimed.

“No!”

“I’m confused,” Fluttershy muttered, a hoof going to her aching head.

“Me too,” Rarity offered. “And I was there!”

“Look, I’m real sorry I didn't take your suggestion in the first place,” Applejack offered, taking a moment to remove Pinkie Pie and place the party pony several feet away. “I guess I’m just too used to seeing pests as anything but a determinant to my family’s livelihood.”

Fluttershy opened her mouth to respond but a strange whisper caught her attention. She turned to it, but it was so distant that it couldn't be heard no matter how hard Fluttershy strained her ears.

“Uh, Flutters?” Applejack remarked, waving a hoof in front of the shy mare’s face.

“Oh, um yes! But now you won't be so hasty in your judgment, right?” Fluttershy pressed.

“No siree,” Applejack proclaimed. “I ain't so big a mare that I can't admit when I’m wrong. This whole mistreatin the bats ends tonight and that's an Apple family promise.”

“Not a Pinkie promise?” Pinkie Pie interrupted.

“I ain't stickin' my hoof in my eye,” Applejack shot back.

“Well thank you Applejack,” Fluttershy exclaimed, smiling softly. “Now if you girls will excuse me this night has been exceptionally draining and I would really like to get home now.”

Fluttershy took a step, and then another, only to stumble almost immediately. Thankfully Rarity was close at hand, and using her magic as well as a helping hoof, she kept Fluttershy from falling nose-first into the dirt.

“Woah there. I got you,” Rarity exclaimed.

“Thank you,” Fluttershy murmured. “I don't know why but I feel so weak all of a sudden.”

“Apologies Fluttershy. That was probably me,” Twilight offered. “The spell took a bit more force than anticipated so it seems as though we are a bit drained.”

“Don't you worry Fluttershy. I’ll help you get home,” Rarity exclaimed.

“Thank you Rarity,” Fluttershy whispered, blushing faintly.

“Whelp. All’s well that ends well,” Rainbow Dash proclaimed. “I’m gonna hit the hay. Got practice tomorrow. See ya!”

Without waiting for a reply, Rainbow Dash took off.

“I should probably head inside and let the family know about the whole bat problem being solved,” Applejack stated, waving to the group. “You girls have a good night and thanks again for all your help.”

“Yes, I suppose it's best if we retire for now. Though if you feel anything strange make sure to come by and let me know. There may be some side effects to your transformation,” Twilight offered.

“I will,” Fluttershy agreed.

“Whoowee, another episode in the books. Time to head home and eat a celebratory cupcake. Later girls!” Pinkie Pie proclaimed before bouncing away, humming a strange tune.

“Hey uh, Rarity. Are you sure you don't need a hand?” Spike asked.

“Nonsense. Fluttershy is as light as a feather. You enjoy a good night’s rest,” Rarity assured.

Spike opened his mouth to say something back, only for his jaw to widen into a long yawn.

“Maybe that's a good idea,” Spike murmured, smacking his lips.

“Come on Spike. Lets go home and enjoy some hot cocoa,” Twilight encouraged.

“Oh boy. My favorite,” Spike exclaimed.

The duo trotted off in the direction of town, leaving Rarity and Fluttershy alone near the edge of the orchard.

“Don't hesitate to lean on me now,” Rarity offered.

“I won't. Thank you Rarity,” Fluttershy murmured.

“It's no trouble at all,” Rarity proclaimed.

The pair began to awkwardly shuffle towards Fluttershy’s distant cottage. The shy mare and recently untransformed pegasus struggled for the first few meters, leaning heavily on Rarity. After several minutes she was able to get her legs under her and walk with a bit more confidence.

“Feeling a little better?” Rarity asked.

“Uh huh,” Fluttershy replied. “I feel much stronger.”

Fluttershy resisted the urge to mention the fact that not only did she feel back up to a hundred percent, but she felt even stronger than before. This didn't make much sense to the pony, so she just filed it away as a byproduct of the eventful night or all the magic that was cast.

“That's good. That’s good,” Rarity exclaimed. “Say Fluttershy, I was thinking.”

“Hmm?” Fluttershy prompted, glancing at Rarity out of the corner of her eye.

“I really don't think it's wise for you to sleep at your place tonight,” Rarity answered, returning Fluttershy’s look. “You heard Twilight mentioning possible side effects. If you did have some kind of reaction to the magic it would be better if you were in town and had someone there just in case.”

“Hmmm…” Fluttershy murmured.

The pegasus wanted to disagree with her friend’s offer, both out of politeness and the fact that she didn't want to be a burden. However, she did feel… off, for lack of a better word. The strange whisper from earlier had unnerved her more than she would care to admit and her whole body felt warmer than usual. Fluttershy didn't want to impose, but there were enough alarm bells going off in her head that she couldn't help but agree with Rarity.

“I think I will,” Fluttershy murmured. “This whole… thing has been really rather frightening.”

“Exactly and don't think of it as a quarantine or something as dark as that,” Rarity declared confidently. “Think of it more like… an impromptu sleepover.”

Fluttershy smiled faintly.

“I’d like that,” Fluttershy remarked.

“Excellent. Now than it looks like we are nearing your cottage,” Rarity pointed out, gesturing to the small bridge at the edge of Fluttershy’s property. “I hate to leave you alone darling, but I really must clean up the boutique if I am to host a guest. Do you mind if I left you alone to gather your things?”

“That's fine,” Fluttershy replied. “I’ll just pack my toothbrush and be over in a jiffy.”

“Excellent,” Rarity proclaimed.

The fashionista leaned toward her friend and wrapped Fluttershy in a tight hug. The pegasus smiled faintly enjoying the closeness immensely. She also couldn't help but relish the pleasant aroma of expensive perfume that wafted off the other mare as well as the incredible softness of her fur. The pleasant sensation of Rarity’s body against Fluttershy’s own ignited a heat deep down in her core. The warmth felt strange though it disappeared the moment Rarity released her grasp on Fluttershy and took a step back.

“Well then. Don't move too quickly. I do believe I have a small mountain of prototypes occupying the guest bedroom at the moment,” Rarity exclaimed with a small chuckle.

“I have to feed my animals anyway,” Fluttershy replied.

“Good good. See you soon darling,” Rarity offered.

The mare then turned and began to trot away, heading in the direction of town. Though Fluttershy felt the tug to start making her way toward her cottage, a small, distant sound made her pause. Turning towards its source, she saw only Rarity, the other mare holding Fluttershy’s gaze for reasons beyond the pegasus’ understanding.

It was in that moment that Fluttershy felt as though she was looking upon her friend for the very first time. She had never noticed it before, but Rarity truly was beautiful, with a perfectly manicured mane, and an immaculate coat. Not only that but her natural curves were enticing, drawing Fluttershy’s gaze from the tips of Rarity’s delicate hooves all the way up to her wide, child-bearing hips.

It was that last observation, Rarity’s backside which enthralled Fluttershy utterly. The pegasus stood there, mouth slightly agape, staring at Rarity’s butt as it swayed from left to right. The fashionista knew how to walk with grace, and even now, with no one around to observe her, she continued to entice. It almost felt a bit like she was putting on a small dance, all for Fluttershy.

Fluttershy shook her head forcefully, banishing the whispers that had been building the entire time she had been staring. The moment her focus was broken, the sound stopped, and the heat that had started to ignite in her belly cooled. Though she knew not why she was feeling these strange emotions, Fluttershy chalked it up to the day being a strange one and left it at that.

“I really should get a shower or something,” Fluttershy muttered to herself.

Moving with an almost robotic detachment, Fluttershy returned home once more. The pegasus noticed those critters who favored the night were emerging, but she paid them no mind. Her thoughts were elsewhere, leaving her to go through the motions of going inside, and starting the process of feeding her furry friends.

Several salads were made, kibble was doled out into dozens of bowls, and feed was dropped into empty feeders. While she went about her work, her animal friends greeted her but found that their happy hellos went unresponded to. Fluttershy barely even seemed to notice their presence, her gaze empty and unfocused. Despite this, the animals were easily distracted, burying their collective faces in their food and forgetting all about their caretaker's woes.

All save for a certain bunny, who was standing in the doorway, paws crossed over his chest.

“Oh, hello Angel bunny,” Fluttershy muttered. “Could you please excuse me? I need to shower and pack for a sleepover at Rarity’s.”

Angel squeaked in a dozen different tones before resuming his stance.

“It's a long story, but trust me. I’m fine,” Fluttershy stressed.

For a moment Fluttershy heard what sounded like distant laughing but it vanished quickly.

Angel squeaked back an angry response before continuing to bar Fluttershy’s passage.

“I promise tomorrow when I get home I’ll tell you everything,” Fluttershy stressed. “For now, I really need a shower, so can you please move?”

For a moment it didn't seem as though Angel was going to move, then he sighed and hopped aside.

“Thank you for your concern Angel,” Fluttershy whispered, stopping to rub the top of the bunny’s head. “And don't worry about me. I’m not hurt or anything just tired.”

Angel’s irritation was brushed aside by some expert head rubs, the attention swiftly brushing aside any lingering annoyance he felt.

With her most ornery and protective pet dealt with, Fluttershy continued on, heading upstairs. There she quickly gathered a small bag and set it on her bed. After that, she entered her small bathroom and turned the knobs on her shower.

As she waited for the hot water to kick in, Fluttershy thought of her day, and the strange way it had ended. She recalled only faint memories of her time as a vampire pony, but more was coming back every time she thought about it. She recalled the sense of power and felt a strange want, a desire that even all the fruit she could eat could not satisfy. It was a dark and nameless thing that she couldn't quite explain or put into words.

She continued to stare off into space until she saw movement out of the corner of her eye. With a yelp, she spun around to find that there was a pony staring back at her. Only it was one she knew, for it was herself being reflected in the increasingly foggy mirror.

“Silly me,” Fluttershy chided herself.

Brushing aside the strangeness of it all, Fluttershy tested the water before stepping into the shower. Several minutes later she would emerge, refreshed, and clean once more. No strange thoughts or weird whispers bothered her during this time, nor did plague her as she left the cottage with her bags slung across her back.

Even the trip to Rarity’s was oddly normal, if a bit spooky due to the fact that it was becoming quite dark. The quiet was nice though, and Fluttershy felt oddly at home in the shadows. It was enough to make Fluttershy think to herself that the noises and odd occurrences had indeed just been caused by stress.

“Just an exhausting day, is all,” Fluttershy told herself.

Trotting over to the entrance of Rarity’s boutique, Fluttershy paused at the door, hoof raised. An odd trepidation came over her but was brushed aside. She knocked twice before stepping back, waiting patiently in the gloomy street.

“Coming!” came the familiar sing-songy voice of Rarity from somewhere inside.

Several moments later, the faint tip tap of distant hooves could be heard approaching the door. Fluttershy was a bit surprised that she could hear that well but chalked it up to how quiet the world seemed at the moment. No sooner had she dismissed that odd sensation than the door had been thrust open, and Rarity appeared before her.

“Ahh, there you are darling. I was beginning to worry,” Rarity declared.

“I’m not interrupting something, am I?” Fluttershy asked, glancing up at Rarity’s curler-filled mane.

“Nonsense. Just my usual pre-nighttime routine is all,” Rarity declared, waving a hoof at her mane. “Though I must warn you, darling, my parents as well as Sweetie Belle are also over tonight.”

“Oh,” Fluttershy muttered.

“Don't you worry though,” Rarity hastily added, stepping closer and taking Fluttershy by the hoof. “They won't be staying for long. They are just doing laundry over here since they seem to be having some issues at home. The guest bed is still all yours, I assure you.”

“That’s good,” Fluttershy exclaimed.

“Though I must prematurely apologize,” Rarity added, lowering her voice slightly. “Mother and father have just returned from prance and they brought back more than a few bottles of grape juice if you catch my meaning.”

“Ahhh,” Fluttershy murmured.

“Exactly. Now I don't expect any issues but just know that my father has a habit of speaking his mind after dipping into a nice merlot. Nothing cruel mind you, he just lacks a filter,” Rarity declared.

“That's fine,” Fluttershy replied.

“Excellent,” Rarity proclaimed, stepping back inside and extending a hoof. “Please, make yourself at home. We have some crackers and cheese if you’re feeling peckish, wine if you want some help relaxing and there are some leftover sandwiches in the fridge if you’re feeling too hungry for cheese.”

“Thank you. I think some crackers would be nice right about now,” Fluttershy muttered while entering the boutique.

Rarity closed and locked the door behind them before quickly rejoining Fluttershy. No sooner had the pair gotten a half dozen feet before a slightly frazzled Cookie Crumbles appeared.

“Just forgot the special detergent. You know your father hates it when I wash his jock straps with anything but the scent-free stuff,” Cookie Crumbles declared, only to stop. “Oh Fluttershy, I heard all about your little mishap today. I’m terribly sorry that all happened to you. How are you feeling?”

“Oh uh, I’m good, just-”

“Wonderful,” Cookie Crumbles declared, pulling Fluttershy into a short, but bone-crushing hug. “I always told Rarity that you were stronger than they gave you credit for. Now I really must be going but we’ll catch up very soon dear.”

Then she was gone, walking past the pair and heading right out the door.

“Sometimes I wonder if she’ll ever slow down,” Rarity muttered. “Or stop embarrassing me.”

Fluttershy smiled faintly.

“Parents, what can you do,” the pegasus mused aloud.

Rarity began to move once more, heading for the kitchen.

“Very true. Now then, I must leave you in Sweetie Belle and my father’s company while I finish my skincare routine it is a very delicate procedure that cannot be interrupted,” Rarity declared before walking away.

Fluttershy blinked and looked around, only now realizing that she had been left along with the two aforementioned ponies. The eighteen-year-old Sweetie Belle sat at the end of the table; several large textbooks splayed out before her. Only a few short feet away was Hondo Flanks, who had a wine glass in one forehoof, and half a wheel of cheese in the other.

“And I says to him, that's not a baguette, that's my wife!” Hondo proclaimed, the male erupting with laughter.

Sweetie Belle sighed.

“Yes, very funny Dad,” she muttered dryly, glancing up from her schoolwork. “And hey Fluttershy. Sorry to hear you got turned into a vampire pony. Cool ears though.”

“Cool what?” Fluttershy murmured.

The pegasus reached up and touched the tips of her ears, noting that they were fluffier than normal.

“Hey, would you look at that. She even has the teeth too, but they are way too small for a vampire!” Hondo Flanks declared.

Fluttershy turned around and stared into the mirror like sheen of the refrigerator, using the reflective surface to inspect herself. Opening her mouth, Fluttershy noticed that her canines were indeed longer than normal, but not by a lot. They just barely poked out from her lips though if she focused she could hide them relatively easily.

“Why didn't the girls point this out?” Fluttershy whispered to herself. “Unless it only happened after…”

“Anyway. That wasn't even the funniest thing to happen because just a few hours later your mother and I started this wine tour with a bunch of other couples and-” Hondo Flanks continued.

“That's it. I’m going to study in my room. I can't take any more rambling stories,” Sweetie Belle declared.

“Aww come on, you used to love my stories!” Hondo declared, raising his hoof and nearly spilling his drink.

“Yeah, when I was a kid. I’m trying to study for my first test of university. I can't spend all evening listening to whatever thought enters your head,” Sweetie Belle retorted.

The young mare gathered her books and trotted away.

Hondo Flanks sighed and watched his daughter go.

“They grow up so fast,” he muttered absently. “Say, Fluttershy. You got any kids of your own? I think you’d make a great mom.”

“Err no,” Fluttershy muttered.

“I know that may seem random but you just… have that aura about yourself, ya know?” Hondo exclaimed.

“I guess,” Fluttershy murmured.

The stallion paused, and tipped back the rest of his drink, swallowing it in a single large gulp. He then began refilling it but paused halfway.

“Ya want some? It's pretty good. A bit of a higher percent than most stuff you’ll find around here but it's got some real strong floral notes to cover that up,” Hondo offered.

“That's fine,” Fluttershy replied.

Hondo shrugged.

“More for me,” he declared.

“Excuse me for a second,” Fluttershy muttered.

Hondo waved a dismissive hoof at the mare.

Taking that as her chance to leave, Fluttershy slipped deeper into the boutique, her bags secured on her back. The first thing stop she made was at the guest room, where she deposited her things, after which she headed to the closest bathroom. There she immediately gravitated to the mirror in order to confirm the changes she had noticed in the kitchen were indeed there.

Sure enough, her ears remained oddly fluffy, and she had some rather prominent, fang-like canines. Running a hoof over her pearly whites, Fluttershy tried to think back to when the changes could have occurred. She remembered cleaning up in the shower, and she recalled glancing into her reflection much like she was at that very moment.

The mare gasped suddenly, only now realizing that she had noticed the changes before only she hadn't made note of them at the time. For some reason, they had seemed so real, so natural that her brain skimmed over these minor alterations without a second thought. When realization had started to settle in, she had noticed something in her reflection and had gotten distracted.

Glancing at the spot where she had seen the dark shape last time, Fluttershy was surprised to find that it was still there. This time it didn't flee from her gaze, the black mass seemingly staring back at her from its spot in the corner. Fluttershy turned her head to check and sure enough, the shadowy entity wasn't there, though it remained in the mirror.

Panic and horror urged her to run but some other instinct held her in place. Staring intently at the creature, Fluttershy noticed that a hoof-like appendage had sprouted from it. The appendage then turned and pointed back to the spot between its legs where its privates presumably would be.

Following the motion of the creature, Fluttershy noticed that there was a strangely sensitive bulge there. It felt almost like…

She peered under her barrel to where a small, semi-flaccid cock rested beneath her barrel, the tip of which had just barely poked from its sheathe. Her balls, which rested just behind, were also fairly small, and though not tiny, were just barely below average. The sight caused a wave of revulsion to rise in the mare’s chest, but that unpleasant sensation was mixed with a strange desire. Reaching further still, Fluttershy searched for her pussy, confused as to whether she could even still call herself a mare. Thankfully her hoof was able to locate the puffy lips of her cunt, dismissing her concerns for her gender, and letting her focus on the meat of the matter.

Not only were the newly acquired male parts a shocking sight but looking down Fluttershy got the impression that they should be bigger. Her teats were above average, and nearly so large that that they obscured the sight of her shaft, but her stallion parts were far from impressive. Fluttershy suddenly thought to herself that would change, and soon thought that thought felt foreign, as if it had been thrust upon her.

“What's happening to me?” Fluttershy murmured, only to pause. “And why does it feel so good?”

As she grappled with the odd thoughts floating through her mind, Fluttershy heard the door to the guest bedroom open. Heavy stumbling hoof steps heralded the arrival of what was most likely Hondo Flanks. Fluttershy’s assumption was proved true when she heard a male belch only a few feet from the door.

“Hey, where’d ya go? I thought we were talking about wine,” he exclaimed, words starting to slur together.

Fluttershy cringed and for a moment considered climbing out the window just to avoid this awkward situation. Then she caught sight of the thing in the mirror, and for the first time, the whispers became loud enough that she could make out what was being said.

“Put him in his place,” declared the stranger.

Fluttershy didn't know why, but that command seemed to activate something that originated from deep in her core. Like a wild animal awakened early from its slumber, Fluttershy felt her veins ignite and her lips pulled back into a snarl. All at once the pity she felt for the male and the awkwardness sparked by his poor attempts at socializing were gone. Now there was only a wild, almost blood lust-like sensation that drove her to all but charge through the door into the next room.

Hondo Flanks blinked and stopped dead in his tracks.

“Uh sorry. Probably shoulda knocked first,” he muttered.

Fluttershy said nothing, and strode forward, her cock unfurling from its sheathe beneath her barrel.

“Oh, uh wow, you sure are hot and bothered,” Hondo muttered. “I suppose I could have a little fun. The wife says it's okay, but I think Rarity will tan my hide if she catches us.”

Fluttershy snorted, walking around the male, her eyes going up and down his body as if he were little more than a piece of meat.

“Now I ain't usually the type to fuck around with ponies with penises but you’re a real nice-looking lady,” Hondo Flanks continued, setting down his half-drunk glass of wine. “I’m not rightly sure what you want but if we move to the bed we-”

Fluttershy interrupted him by suddenly leaping onto his back and mounting him in a single swift movement.

“Damn that felt almost kinda nice,” Hondo muttered. “You also smell kinda good? Does that make me gay?”

Once again Fluttershy remained silent. Her hoof went to the back of his neck, forcing his front half down and his back end higher. While she maneuvered him into position, Fluttershy also shifted her own hooves so that she had a better angle. Cock aimed for Hondo’s hole, Fluttershy took a moment to wonder how she was going to help get things going. As if in response, her cock spurted a small jet of watery jizz that nearly had the consistency of water-based lubricant.

“That part always feels kinda nice. Don't tell the wife I said that. She already breaks out the strap-on at every opportunity,” Hondo remarked, the male continuing to talk even though Fluttershy had yet to respond.

The Pegasus, using dexterity that few other pony tribes could muster, shifted her hips, smearing the water pre all over the male’s asshole. She could feel her partner shudder, though for once he didn't make a sound, either stunned to silence or enjoying himself too much to speak. Either way, Fluttershy was free to continue, and thrust forward, burying the entirety of her cock into the other pony’s backside.

“Oh shit,” Hondo murmured.

Fluttershy grinned, her fangs glinting in the low light spilling into the space from the crack in the bathroom door. It was barely enough to see for most, but despite this Fluttershy felt perfectly at home in the gloom. Not only that but she felt empowered here, as if the dark lent its strength to her in some strange fashion.

Snarling, Fluttershy began to rock her hips back and forth, enjoying the pleasant sensation of her partner’s pliant hole. The male didn't seem to be enjoying himself very much at first but soon Fluttershy could smell his need. Not only could detect his precum as it dribbled onto the floor, but she could also pick up a faint floral aroma that she couldn't place.

She brushed aside such thoughts and focused entirely on her partner, her forehoof pushing him down hard. He bent until his cheek smooshed the floor and his entire body was bent in prostration, as if kneeling at the altar that was Fluttershy. This thought enticed the usually shy pony, making her stand even taller, a feeling of power filling her veins.

Her hips moved faster; her thrusts being punctuated by a hard-wet slap. Occasionally when their hips met Fluttershy could feel her cock spurt again, further lubricating the passage. Soon it wasn't needed, as the male had been made to stretch around her length, his body being bent to her desires.

That wouldn't be the end of the changes, however, for as the seconds turned to minutes she started to feel his needs. She could taste the burgeoning orgasm building in his belly, she could sense that although he was unused to such treatment, he was not opposed. Fluttershy also knew that it wouldn't be long before she finished as well, her new cock being surprisingly sensitive.

Growling all the while, Fluttershy thrust harder and faster until her hips were a blur and the dull thwap of flesh meeting flesh was constant. Here, hanging at the very precipice of orgasm, Fluttershy was awash in new sensations. She could feel Hondo’s body as if it were an extension of her own, his thoughts were open to her, and he wanted more.

Determined to take what was hers, Fluttershy pushed herself forward one final time before erupting deep inside her partner. Timed perfectly, he began to cum at the same time, his cock twitching and spurting seed on the floor. As their orgasms piqued, Fluttershy felt the sudden urge to glance down at her partner, and so she did just that.

The moment her gaze fell upon the male, Fluttershy realized why she had felt such a sudden need. For his body had begun to grow smooth, his fur receding as his snout elongated. The foreleg that he had rested against his barrel melded into his torso, the rest of his limbs soon following suit.

His facial features began to smooth over as well while staring at his back end, a new color grew to cover his own. The soft yellow and mottled pink of Fluttershy’s cock extended up his rippling form. When it reached his barrel a rib not unlike a medial ring formed, veins bulging along his skin.

Fluttershy couldn't feel her cock, though she soon realized why this had occurred when the changes reached Hondo’s lips. His head deformed, turning into the wide flat tip of a horse cock large enough to satisfy a dragon. For a moment only his lips remained, a jet of thick cum spurting out from between them, and then they were gone.

The pleasure was immense, and Fluttershy egged it on by frantically rubbing her forehooves over her newly massive appendage. Her balls, freshly filled and now extra-large, continued to pump jizz up to the tip, coating the floor in her cum. Her orgasm, though lengthy, did not last forever and as it slowly petered out, her dick began to shrink back to a more comfortable size.

Down and down it went until just when the pleasure ended, it had returned to what it once was. Only that wasn't quite right, as Fluttershy could feel it was heavier, as were her seemingly bottomless testicles. A brief fondle determined that she had gained about three inches, and her balls had grown to become fairly hefty.

For a moment Fluttershy felt a stab of guilt, but it was assuaged by a wave of pleasure radiating up from her crotch. Whatever was left of Hondo felt amazing, and a pleasant sensation coursed through her, banishing any bad feelings she may have had.

Standing there in the dark room, Fluttershy felt the animalistic sensation begin to dissipate and her mind slowly return. Then the door creaked open, and all at once Fluttershy felt a completely dominating desire to continue feeding her lust. The sensation was powerful, so powerful that she immediately fell prey to it, repeating in her head what the voice whispered in her ear.

More, more, more!