CMNF: A Secret Sex Club

by HailHydraz

Rating: mature
Tags: Rarity, Sex, Anthro, Fleur de Lis, Slice of Life, My Little Pony: Friendship is Magic, Princess Cadance, Alternate Universe, Other, Romance, Original Character, Porn, Fetish
Length: 9003

In Equestria, there are some ponies who secretly attend a special gathering. Where the most prominent(or attractive) mares and stallions have a lot of fun with each other~...

This story is an informal sequel that continues from where the single/first chapter of A Rare Opportunity left off. Or you could also see it as, the original Rare Opportunity is a prologue to this.

The club is a gathering full of boundless pleasure and lust; where the most prominent, influential, or attractive mares and stallions come to blow off steam, and release their pent up desires. Others come to explore their sexuality and fine-tune their bedroom skills~.

This is basically a secret Sex Club story, that continues in an alternate manner from where Rare Opportunity left off. It follows after virtually everything that ponkpank wrote for his universe. But this universe; this story, Does Not contain any actual Fall of Equestria content in it. There will be no dark themes or content. There will be no: rape, sexism, racism, slavery, 'actual' humiliation or degradation, unwanted pregnancies, physical or emotional abuse, mutilation, or any scarring or injuries.

In other words, this story continues ponkpank's world, as if, there are no stonehooves, sexist/rapist tyrants, or a plot to take over or invade equestria. The club is mostly just a place where mares dress following the 'CMNF' dress code, and they come to have lots of sex, and sometimes to be dominated by the stallions. Some of it just resembles FoE abit. Everything is consensual, despite the female nudity, (relatively)light maledom/femsub, aphrodisiacs, and the various fetishes. In fact, many members end up finding romance or having loving/vanilla sex, with their partners.

The 1st Chapter, was co-written with Blaze-sabre, and JesusG0987

Published 2024-07-09 14:40:01 UTC
Last updated 2024-07-09 14:40:01 UTC

Chapter 2: A Shy Appeal

Fleur sat happily in her mansion on her sofa as she recalled the previous night’s fun. Introducing and initiating a new member to the club was always such a thrilling and satisfying thing for her. She was so happy that she brought Rarity to such a wonderful group that she could enjoy to her heart’s content. She was so lost in her thoughts of what she might do, her hand traveled down to her crotch area and began to slowly rub herself.

“Thank you for allowing me to please you, sir. May I suggest we consume a couple of glasses to help you get going again? I have much, much more to offer you for your pleasure,” Fleur said, hoping to seduce the stallion into engaging in further lurid sex acts.

“You most certainly can, number one. Shall we adjourn to the main hall?” the stallion suggested, holding out his elbow for Fleur. She locked her arm into his, turning to Rarity before leaving the privacy of the room.

“Enjoy yourself, 36. Just relax, let yourself go and listen to what your body tells you,” she said playfully, smiling before disappearing into the crowd.

***

Fleur hugged her stallion’s arm as they walked past the many couples in the throes of passion. She felt proud that she had yet again introduced a new member to be part of such a wonderful group. The warmth she felt from her pride, the sex, and her stallion’s presence, would soon swell even further.

They arrived back at the bar, where they received a plate full of glasses to drink. They held a hand together as they picked up their glasses. “Here, let us drink before we continue our fun together.” Fleur said, looking forward to what was to come. As they drank, the stallion traced a hand up and down her slender sides, from beside her left breast, down to her garter-covered thighs. Fleur felt her own heat and arousal increasing from both the drink and his touch. Her nethers began leaking juices and her clitoris winked, and she used her free hand to rub the stallion’s crotch.

“I must say, you certainly are a beauty and one with a gorgeous figure, Number One.” The Stallion said, as he leaned in for a kiss. She didn't object as she returned it passionately. Their tongues danced as they explored each other's mouths, moaning in pleasure. After a minute or two, she pulled back to continue her drink and to say, “Soon you’ll see first hand just how good I can make you feel.”

After several glasses of Essence, they were both ready and recharged for another round or more. They both decided to find a more comfortable place to explore each other’s bodies. They went to another room with soft, luxurious beds. They saw other couples also using the room. Some laid down to rest and relax while groping each other’s bodies. While others used the beds for more ‘active’ intentions. Stallions laid over the mares in mating presses as they plowed with such force and speed. Mares sat naked on stallion’s laps as they rode them while the males laid down enjoying groping and grabbing their breasts.

Fleur and her stallion went onto an unused bed and he laid down on her as they began to make out. Their kiss was powerful and more lustful than the previous one. As they exchanged saliva, Fleur enjoyed his taste and the leftover Essence in their mouths, they each moaned into the kiss. His hands moved to fondle her breasts, causing the mare to moan in pleasure; moaning loudly into the kiss.

“M-more…” she whispered. One hand trailed down her sides until it reached her slit. Her suitor rubbed her vagina and pleasure nub, stroking it. Her nethers were dripping with her mare honey as she began to lose herself in pleasure. She began groaning, desperate to soothe the burning heat in her nethers.

Sensing his mate’s desire, the stallion moved off her and retracted his hands, causing her to whimper. “I can tell you’re in heat, you want this don't you?” He asked her.

She begged for him to continue. “Please…give me more, eat me.” Fleur said weakly. She spread her legs as wide as she could. Her longing would soon end, as he knelt down and was face to face with her swollen pussy lips. Her clitoris was engorged as he inhaled her scent.

“Aahhh, your scent is exquisite, Number One, let’s see about your taste.”

She felt nothing but pure pleasure as he lunged his face into her cunt, rapidly lapping up her juices, licking her most sacred of places. She moaned softly, gripping the sheets of the bed as she enjoyed the way he was using his tongue. Her juices tasted so sweet. He couldn't help but want more of her so he dove his tongue into her pussy, slurping up all of her love juices off her inner walls. Keeping a grip on her thighs, he rubbed them softly. Fleur kept moaning loudly and panting heavily, her slit was winking, and continuing to leak more of her juices. She felt like she was in heaven and they both enjoyed the pleasurable feeling so much.

As he continued slurping up her juices, flicking his tongue along her wet snatch, Fleur’s body began to tense up. She could feel her climax building up, and he could sense she was close, so he dove his tongue as deep as he could. Then, she screamed in ecstasy and sprayed his muzzle with her love juices, as waves of pleasure engulfed her. Her legs trembled, her body convulsed and spasmed uncontrollably. The stallion gulped down Fleur’s cum before retracting himself. Fleur laid there convulsing as she began to come down from her intense orgasm.

“That was great, for the beginning, are you ready for some more?” he asked her.
She panted, still coming down from the waves of pleasure. “A-ah yes, I want you inside me, now!”

That’s all he needed to hear. “As you wish, number 1.” To a stallion, the scent and taste of a mare in heat had an intoxicating, arousing effect - having buried his muzzle into Fleur’s crotch meant his cock was erect and throbbing with anticipation. He then climbed over his mate, and brought his cock to her dripping pussy lips, and slid his member into her soaked cunt.

“Aah! OOOH!!” Fleur moaned loudly. The stallion grunted as he thrusted into her while holding her down in a mating press. She gives the first yelp of pleasure as his cock brushes a rough patch inside her pussy.

“Her insides feel like heaven!” The stallion thought. Fleur’s soft, silky insides wrapped tightly around his length and caressed it as he thrusted her pussy.

He slammed his hip against his lover’s, she squealed and wrapped her arms around his neck. “Hrgh, I must say you’re most...hah...exquisite, number one,” the stallion grunted as he leaned in for a kiss. Fleur kept moaning into the kiss.

Her eyes shot open wide as she felt him fondling her breasts. “Nnh, ah, yes! T-that’s it sir, hah! Just...oh!” She moaned. Fleur spent the rest of the night basking in the glow of untold pleasure and eroticness.

‘Ahhh…~’ The model beauty moaned as she masturbated while remembering the great time she had, Fleur then removed her now wet fingers from her pussy. Fleur later heard that Rarity had happily gone back to her hotel room with her suitor, but they had to part ways for the night as they were supposed to keep their fun at the club only. “Makes sense, after all, what happens there, stays there.” But she knew that she’d definitely loved the experience.

“You sure had a fun time, Rarity~.” Fleur said with a small smile. “She certainly had a great time with her suitor~.” Then, a new thought arrived in Fleur’s mind.

‘Hmmm, if she loved it so much, then maybe one of her friends would like it too…’ The thought of one of Rarity’s friends having much fun at the Sex Club would be a very interesting thing to see. The graceful model thought about sharing the experience with some more mares, including a certain timid yellow pegasus. ‘Perhaps I could take a trip to Ponyville and see if she, or another one of Rarity’s friends, might love it tomorrow.’

The next day, Fleur put on her dress and winter coat, and boarded the first train to Ponyville. She thought about making a visit with Rarity to chat about her time the other night, but Fleur decided to keep her trip a secret for now.

After the train arrived at its next stop, Fleur departed and saw Ponyville right across from the train station as she walked straight into town. She looked around and saw the ponies going about their day while trying to spot one of Rarity’s friends if they were anywhere in the crowd.

Soon, the white unicorn mare bumped into a familiar yellow Pegasus mare with a light pink mane. She was wearing a large green sweater on her body. "Oh my, I'm so sorry about that.” She apologized to her, but then Fleur recognised the mare as the Element of Kindness herself, Fluttershy.

“U-uh, it-its o-okay..” The timid Fluttershy meekly responded. “Oh. I-I, I think I know you. You’re Rarity’s friend Fleur, aren't you?”

“Why yes.” Fleur said with a small smile. “I am. You remember when Fancy Pants and I met you and your friends?”

“W-Well, yes.” Fluttershy said. “Rarity sometimes talks about you and Fancy Pants whenever she comes back from Canterlot.”

“I see, so what are you doing in ponyville today? I know that you live here and all, but aren't you spending the winter having fun with your animals?” Fleur asked her.

“Well some of them yes, but many of them have gone to sleep for the winter.” fluttershy said, noting the chilly winter breeze in the air. “Oooh. I-It’s abit frosty this time around.” She said while giving a slight shiver.

“Oh poor thing, let’s go indoors to chat, shall we?” The kind aristocrat offered her. The two mares entered a nearby coffee shop to sit, Fleur ordered some warm tea, while Fluttershy got some milk and cookies, not unlike a certain party pony.

“By the way, I’ve been a bit curious about something.” Fluttershy told Fleur.

“What is it?” Fleur inquired.

“Rarity told us about her trip to visit you in Canterlot a couple days ago, and ever since she came back, she seems to be abit different.” The yellow mare stated.

Fleur raised a brow and mentally smirked in realization. “Different? How?”

“Well…She seems to be smiling or blushing a little, all the time. And sometimes she gets a little flustered or dreamy whenever I ask her about it.” She said.

“Truly? Well I suppose she did have some fun when the two of us were in the city.” The unicorn model replied.

“Well, that’s great to hear.” Fluttershy said with a small smile. “She certainly did have a great time from what I can tell from her expression.”

“Would you like to know about the special fun that we had~?” Fleur added in a tone of sultriness.

“R-really? What is it?”

“Oh, it’s a little club that I helped her join~.” Fleur said with a smirk. “After her time there, she learned to enjoy the kind of fun that the members had, and found a new way to feel pleasure in life~.”

"Oh… w-well I really don't socialize that much.” Fluttershy mentioned, as she used her mane to cover her face a little. "I…I just get too nervous around others sometimes…"

Fleur reached forward to hold one of her hands. “Don’t worry Fluttershy, it’s perfectly normal. In fact, Rarity was like that when I first brought her to one of our gatherings. But after a while, and she was ‘initiated’, she found the courage to finally let go of her reservations and embarrassment.” She told her. “I told her that it’d all be alright, because at our club, any stallion or mare could finally embrace something we usually hide away inside us, be free and let our passion and desires take hold.”

“W-wow, r-really?” Fluttershy asked, surprised.

“Yes, nopony judges anypony there for anything, and what we do is kept secret from the rest of the public life, and no one would know who goes there. In fact, even the other members wouldn't know who you are.” Fleur explained.

Fluttershy thought about what Fleur was saying, how Rarity went to a secret club and managed to have so much fun with other ponies while feeling free to be who she was, to not feel shy or embarrassed at all. And she wondered if she could be like that too, with no one going to judge or criticize her. “I-I think m-maybe I might like to h-have fun like t-that t-too…”

“Well actually you can. Tonight, in fact.” Fleur told her, both surprising and exciting her at the same time. “I can invite you, and give you what you need to become a member as well.”

“W-wow… I-I don’t know what to say…” She was abit stunned at all this.

"So, what do you say, dear? Care to join me this time?" Fleur asked as she waited for an answer.

Fluttershy thought for a moment before rubbing her mane. The timid mare had long been wanting to be able to socialize like her friends, this would be a chance to make a change in her life. “U-Um, well, I-I suppose I could give it a try.” She said with a shy tone.

Fleur gave a sly smirk. “Then it settled~." She said as she stood up and paid for both her and Fluttershy. "See you at this location in canterlot tonight, dear~." She then wrote down an address on a piece of napkin before handing it to Fluttershy. She then walked out as Fluttershy looked at the address before letting out a sigh.

"I hope they're friendly…" she muttered to herself.

Later that night, Fluttershy took a train ride to Canterlot as she was wearing her Grand Galloping Gala dress. She wasn’t sure of the exact dress code, so she figured she’d go with her most formal and event-attending dress. She had a small grip on her dress as she felt very nervous about going to a secret club party she knew nothing about. Fluttershy opened her purse and read the address that Fleur gave her.

“I hope I make a good impression.” Fluttershy muttered as she hopped into a cab that drove her down the streets of Canterlot before stopping at the street address the napkin told her to be. When she got out, she was a little concerned and confused as the address was to an abandoned warehouse near the deserted racetracks.

"Fluttershy?" She heard a familiar voice called out before she turned to see Fleur waiting for her. The elegant mare was wearing a coat over her shorter dress. "I see you brought your Gala outfit with you."

"Oh…um, I thought if it's a club here in Canterlot, I would just dress nicely. Fluttershy explained before gesturing to the warehouse. "But why is the club here?"

“Well it’s actually right next to this place, but before we go in, there’s something I must give you first.” Fleur gestured to her to follow her to one of the vacant buildings, holding her hand and guiding her along. Fluttershy nervously blushed as they ducked inside an empty shop, and Fleur closed the door behind them. “It’s best we do this here privately, before we can enter the club.” She told her before she reached into her purse.

“Wh-what is it?” Fluttershy asked her. Then, she noticed Fleur pull out two thick, red collars. "Um, why do you have those? What are they?"

"They're for us, dear. They’re membership collars." Fleur explained before she put on her collar. "They're our entrances to this club; it's part of the dress code.” She said, while brandishing the metal ring at the front.

“Dress code? What’s the dress code?” The yellow mare asked.

“You’ll see for yourself soon, my dear. But for now, it’s called CMNF.”

"Um…okay…"

"Good, now here’s your membership collar." She then proceeded to put the other collar around Fluttershy's neck, causing her to blush and softly squeak, as Fleur closed the fastening behind her neck. “Don't worry, you'll understand soon. But for now, let’s enter the club, now that we’re wearing our signs of membership.” Fleur said before taking Fluttershy by the hand softly.

“O-Okay.” Fluttershy said nervously as the two ponies walked out of the abandoned shop, checking that there was no one around, before proceeding to the club’s entrance. Fleur led them into an alley next to the warehouse. Fleur then knocked on an iron door before a slider slid open.

"Who is it?" A male voice asked from the other side of the door.

"Number 1, and I brought a new member with me." Fleur replied as she brought Fluttershy close to her. Soon, the eyes behind the door looked down at their necks, before the slider closed. Then, Fluttershy heard about a few locks behind the door unlocking, before the door opened to reveal a large bouncer stallion who gave a welcoming smile at the two mares.

“Welcome back, miss. I’m glad to see you’ve brought a new member again.” He said.

“Yes sir, I’ve invited her along to be a part of our fun~.” Fleur told him.

“That’s nice, enjoy yourselves down there.” The bouncer closed the door behind them and directed them to the set of stairs across the dimly lit room.

As they went down the stairs, Fluttershy could hear chatting and music playing in the distance. ‘M-maybe I’ll have fun here after all…’

Fleur and Fluttershy then entered a large changing room as Fleur quickly closed the door behind them, and then she and her companion hung their coats on one of the racks. Fluttershy saw there were many coats hung, and many nice-looking shirts, skirts, and dresses stacked there. As they set down their belongings on one of the tables; while Fluttershy was looking at the expensive purses, bags, and clothing, Fleur pulled out a pair of garters from her purse with her magic.

"These will go on our flanks. You see, we mares and the stallions don't use our names in the club, but the females will have numbers." Fluttershy then blushed when Fleur removed her dress, and she could see that Fleur was wearing nothing underneath as she slipped her two garters over her cutie marks. She also noticed that Fleur’s garters had the number “1” embroidered out of thread.

"I take it you're wondering why I’m naked now, and wore nothing under my dress and winter coat." Fleur said with a small smirk. “Well, in this club, it’s actually also part of the dress code.”

“The dress code?” Fluttershy asked with a confused look before her eyes widened. “W-Wait, are you saying that…”

“Yes. The dress code CMNF stands for ‘clothed male, naked female’. Here, we mares are all naked; save for our collars, masks, and garters. It’s part of the fun for us girls~.” Fleur said with a smile, while Fluttershy blushed heavily from that info. “Hey, don’t worry. It’s part of the club. Every female does it here. And besides, the males here will end up showing some of their bottom half." This caused Fluttershy to blush harder at the thought of seeing the cock of a stallion before she shook her head.

“Oh, well, um, I-I hoped I w-wouldn’t be h-humiliated.” Fluttershy said in concern.

“Don’t worry. Rarity felt the same way at first, but she handled it quite well.” Fleur assured her with a smile. Fleur then went to one of the tables with grid trays, each square/grid had a small box in them. Fleur took one box and opened it next to Fluttershy. Inside was a pink eye mask, and a set of garters.

"Um… what are the masks for?" She asked Fleur as she pulled out a couple of masks.

“We all wear these masks to hide our identities, so no one would recognise us out in public; out in real life. I have one too, see?” Fleur took out her own mask from her purse and put it on. “Now, all you just need to do is take off your clothes and put these on.” Fluttershy blushed hard before Fleur started to use her magic to remove Fluttershy's clothes, causing her to yelp. Fleur was then surprised when she got Fluttershy completely naked, save for her bra and panties, and saw that her breasts were nearly double the size of hers, almost G size. "Oh my, and you've been hiding those girls for how long?"

“Uh…, t-they r-reached this…um…s-size a few years ago...” Fluttershy said with a big blush on her face as she covered her breasts and looked away.

"Oh yes, the stallions will most definitely love you~." Fleur complimented before she used her magic to remove Fluttershy's bra and panties. She then folded Fluttershy's dress and undergarments before placing them in one of the boxes, and placed them on a cupboard. "They will remain there until we're done." She then handed Fluttershy the pink butterfly mask from the box that she took from the tray, as she had a smile on her face. "Now put this one, and don’t forget to wear those,” She pointed to the garters. “Then we can have some fun~."

Fluttershy reluctantly puts on the mask before picking up her garters from the box and placing them over her cutie mark. They were made from the same opaque, stretchy material as Fleur’s. She then saw the number “55” was now in the place of the cutiemarks. "Um, why does it say “55” on it?" She asked Fleur.

"That's because they're enchanted so that the number appears after they're placed on a new member who hasn’t been given one yet." Fleur explained before she showed her right garter to Fluttershy and she can see the number one on it. "Mine was number “1” when I first put mine on. And you’ve been given the number “55”. So since we won’t use our real names here, that's what you'll go by while you're here at this club." She then took Fluttershy by the hand again as she smiled at her. "Now come along and see what you will enjoy~."

She soon guided Fluttershy out of the room as they made their way down a hallway Fluttershy could hear commotion coming from up ahead. Fleur soon opened the door at the end, and what Fluttershy saw on the other side made her blush deep red.

The large area on the other side looked like it was redecorated into a ballroom, as well as accommodating a bar, and other furnishings on the sides as well. There were dozens of ponies scattered across the place. There were many mares, most of whom wore little more than their collars, masks, and garters. While the rest of the gathered were stallions, who in stark contrast, were dressed in smart or formal-like outfits, like the ones normally seen in high-class society.

Fluttershy now saw what their dress code truly meant; that every female was indeed naked like Fleur said. However, this wasn’t what caused her to blush, harder than ever before in her life. The shy mare could see that nearly every mare was in the process of mating with, and or sexually pleasing, themselves, each other, or any of the males in the room with their cocks out. "Oh…my…" Fluttershy gasps as she realizes she's in a sex club.

"Welcome to the club, number 55~." Fleur presented to her before she saw a couple of stallions walking up to them. "Oooh…~ Now here comes the fun~."

“Hello there, sirs~.” Fleur greeted them while giving a sultry smile.

“Nice to meet you, miss.” They both politely said with small smiles.

The two stallions had expensive blazers and trousers on with their cocks dangling out, as they walked up to Fluttershy and Fleur, as they had their eyes on their breasts. "Wow, look at those assets~." The red-coated stallion took notice of how large Fluttershy’s were. The pink-maned mare blushed harder when the other blue stallion was about to grope her right breast.

"They must be very soft, like a well fluffed pillow~." The blue stallion said before he moved his hand back. “But I won’t handle them without your permission first. My apologies, miss."

"It's alright sir, it's her first time here." Fleur told them before bowing her head to them. “My name is number 1, and she is number 55.” She introduced them before gesturing to one of the bars. "Why don't you both make her feel comfortable? I am sure a pair of fine stallions such as yourselves, can make her feel welcome~."

"Um…Fleu-I mean-- number 1, aren't you going to stay?" Fluttershy nervously asked as Fleur began to walk away.

"Now, now, a baby bird can't learn to fly unless they do it on their own." She mentioned with a smile at Fluttershy. "Do enjoy yourself, dear~. Because I know I will~. Just don't forget to address them as ‘sir’." She then went into the crowd of ponies as Fluttershy lost sight of her, then the two Stallions in front of her offered her a hand.

"So, number 55, would you like us to offer you a drink for your first time here?” The red stallion asked her.

“A-a drink?”

“Yes, we promise you you’ll love it.” The blue stallion assured her.

"Um…o-okay…" Fluttershy whispered as she took both their hands and they carefully guided her over to the bar. ‘I guess it wouldn’t hurt to just get to know them…’

As they made their way there, Fluttershy could see many things that were happening around her that made her blush, such as a couple of unicorn mares slowly licking the length of a stallion's cock. Another was two mares eating each other out while three stallions watched as they stroked their cocks. She was blushing so hard under her mask before the three of them stopped as they reached the bar. "S-So… what kind of cider do they have here?" Fluttershy asked them as they sat down together.

“Oh, well you see, the drinks here are abit different than the ones you’d find at other clubs and bars…” The blue stallion told her. “They're made from exotic plants grown in a far away land and they have this sort of effect that makes us enjoy ourselves even more. I think you'll enjoy it very much."

"Bartender, five rounds of Essence please." The red stallion ordered.

"Essence?" Fluttershy repeated with curiosity. “That sounds like a strange name for a drink." Soon the bartender came over with five glasses of a light green, translucent, drink as they were placed in front of them. "Wh-why did you order five?"

"The two extras are for you, and you'll see what they can do.” The red stallion told her before he grabbed one of the glasses. “Have a sip, just give it a try.” He handed another glass to her just as the blue stallion grabbed another. “To the club, and to your first time." He raised a toast before taking a sip of the drink. Fluttershy watched as the two stallions were drinking the Essence, before she looked at her glass and carefully brought it up to her lips. As the liquid entered her mouth, she noted the nectar-like sweetness and alcohol-like taste on her tongue, and the scent she could smell from it. It reminded her of some kind of exotic flowers she used to pick when she was just a filly, as well as a touch of something she wasn’t sure about.

"Not bad…" She mentioned after getting a small taste. "So, now what?" Fluttershy soon started to feel warm and fuzzy inside.

"Why don't you tell us about yourself?" The blue stallion suggested as Fluttershy took another sip of her drink. "What do you usually do in your life?"

"Oh well, I-I care for animals…" Fluttershy answered as that feeling inside her was getting stronger, now reaching her extremities; her private parts. "I-I’ve always h-had a th-thing for them e-ever s-since I was a filly…"

"Really?" The red stallion asked with interest as Fluttershy noticed their cocks were slowly getting erect. "What kind of animals?"

"Um…wolves, b-bears, birds…b-bunnies… I e-even h-helped a c-chimera once wh-when it had a th-thorn stuck in its p-paw…" Fluttershy replied after finishing her drink, but it felt harder to maintain her composure as now a new feeling was overtaking her. Fluttershy quickly grabbed another glass and gulped it down in hopes of calming down, but it only seemed to make her feel hotter as she felt herself getting wetter down below. Now, her nipples were fully engorged, her nethers were wet and leaking, after finishing off the final glass. "Is…Is it g-getting h-hot in h-here?!" She started panting heavily as her nipples were very hard and she felt her lower lips leaking out like a waterfall.

Feeling a bit embarrassed, she tried to cross her legs to hide her arousal, but the stallions silently smirked as they could tell she was now in heat. "Here, follow us and we'll help you cool down." The blue stallion offered as both of them offered her a hand which she quickly took, not even bothered with both other cocks fully erect.

"Y-Yes, please…! T-thank you s-sirs…!" Fluttershy squeaked as she could barely stand up when she felt the sticky fluids running down her legs. The two males wrapped an arm over her shoulder as they guided her to walk with them. She tried using her own tail to cover between her legs, hoping no one in the room would notice from behind. Fortunately for the embarrassed and horny mare, most of the club members were too busy indulging in their sexual desires to pay attention to her.

They soon traveled down another hallway with several doors, some of them having an ‘occupied’ sign over them until they stopped in front of one that did not. "Here we are." The red stallion said as he opened the door before they walked into a room that had a large sofa and a bed that could be big enough to hold at least four or five ponies, maybe more. The room was covered with a luxurious fur carpet, while the bed was made with pink, silken sheets and the lights in the room were dimmed with a red and pink hue.

“Th-this s-seems like a nice p-place…” Fluttershy stuttered while the two stallions grinned at each other.

“Yup, here we’ll have the privacy to help initiate a new member in need, such as yourself.” The red stallion told her.

“But don’t worry, nothing will happen without the member’s consent.” The blue one added. “Your enjoyment is our priority, and you decide exactly how far you want things to go.”

“Oh-h, o..okay…then I g-guess I’d like to s-start on..on the b-bed.”

The blue stallion then carried Fluttershy over to the bed as the red stallion closed the door behind them. Fluttershy was then placed on the bed on her back before the red stallion walked over just as the blue one removed the rest of his clothes. "Um sirs…but w-what did y-you mean b-by 'initiate'?" Fluttershy asked as the red stallion got fully naked before the two stallions joined her on the bed.

"You'll see. So now would you like us to start with a nice lick or something else?" The red stallion asked as Fluttershy was suddenly mesmerized by their cocks.

As her vagina was winking and soaking the sheets though her tail under her, she couldn't think clearly. She just wanted them to make her feel good, she couldn't take it anymore. "I…I want y-you t-t-to do w-whatever you want to m-me...s-sirs~... I-I al-also w-want my, uh…p-pussy e-eaten out and a c-cock to s-suck on…p-please…" She panted. Both stallions smiled before the red one poked her face with his cock just as the blue one crawled down to her lower region. He soon moved her tail out of the way as strands of her juices connected to her tail and lower lips before he traced his finger along the slit of her cunt. He then placed his hands on her inner thighs and spread her legs.

Fluttershy whimpered a bit before she was poked again in the face with the other stallion's cock. She opened her mouth and slowly began to trace her tongue along the length of his cock. Fluttershy then started moving her tongue, getting the taste of the hard cock as the red stallion shivered, while she felt her lower region getting rubbed by the blue stallion’s fingers as she gave a slight whimper at the touch. As he fingered her pleasure nub, his fingers went inside her cunt, and the disguised mare yelped when she felt him reach her g-spot

“Oooh, you have such a lovely tongue, “55”~.” The red stallion said with glee. “Now let’s see how the rest of your mouth does…~!” He declared. At the same time, the blue stallion moved his muzzle onto her crotch and loudly inhaled, causing her to shriek and squeal at the same time. The moment she opened her mouth to moan out, the red stallion shoved his dick forwards into her mouth.

Fluttershy grunted as she felt the whole cock into her mouth as it went into her throat as she made muffled sounds. ‘M-My, this…this is certainly something new…it-it feels so l-large to f-fill my m-mouth.’ She thought to herself. ‘An-and..the taste…’ As his precum began to leak from his tip, it flowed throughout her mouth, and her tongue felt it mix with the taste and feel of his member. The taste of a stallion’s erect, musky member was something new to her. She couldn’t understand why, but the taste and feel of a cock just felt so natural…so right, for her.

Meanwhile, her other suitor had gotten enough of her scent, and now swiftly began sliding his tongue all over her slit. Fluttershy moaned into the cock in her mouth, when she felt the tongue flicking her labia, and wiggling inside her inner walls as she shivered from the touch. She trembled as she felt nothing but electric pleasure from her mate’s oral ministrations. Fluttershy’s moaning and groaning caused her tongue to move under the red stallion’s cock; she couldn’t contain herself and the vibrations in her throat were further stimulating the cock that was filling it.

She nearly gagged when she felt his cock reach down her throat, but she did her best to suppress this feeling. For she had a deeper urge to take care of, to let him use her oral cavity and fill her up with his seed!

The blue stallion kept moving his tongue in her labia before he then put his fingers over her pussy lips and opened them a bit more, so he could dive even deeper into Fluttershy as she moaned all the more louder into the cock in her mouth as he went deeper. ‘I-I can… feel him… w-worming in there… It’s d-driving me nuts…’ Her hands by now were fondling her hyper-sensitive breasts, Fluttershy couldn't stop teasing herself there, as she pinched and twisted her nipples

The red stallion kept sliding his cock in and out of Fluttershy’s mouth, as she felt it thrusting in and out of her as she grunted and moaned while feeling how hard and throbbing it was. “Ugh! I think I’m gonna blow soon!” The red stallion said with a grunt.

Fluttershy gasped; at least she would have, as her eyes widened by what her red suitor just said. His cock was throbbing as he then thrusted deep into her throat and released his load, which made Fluttershy gag as she felt some cum being shot down her throat. As he pulled out, more cum squirted into her mouth.

The blue male was lapping up the abundance of vaginal juices from her inner walls, he delighted himself with her mare-honey, and he wanted more… After reaching as deep into her cunt as he could, he slid out and quickly licked and pressed his tongue on her clit as fast and hard as he could. “Ah! Aahhhh!!!” The pink-haired yellow mare screamed as she came, squirting her marecum all over his mouth, and sprayed the sheets around her crotch.

Then, as the red suitor released his cock, some of the cum spilled from her mouth and onto her breasts and chin as she panted and gasped for air.

The red stallion panted as he looked at her. “Well, 55, you certainly have quite a great mouth~.” He said to her, “And your throat was excellent~!”

“Hah~. Ah, t-th-thank y-you…sir…” Fluttershy panted while she used the sheets to wipe some of the cum off of her.

“Now since her throat has already been taken, how about I have my turn with her sensitive cunt down here~?” The blue stallion suggested as he then rubbed his very hardcock between Fluttershy’s pussy, which caused her to yelp and shiver at the touch.

“Now then, number ‘55’... Would you like to tell me what you want~?” He sexily asked her, while teasing her by rubbing between her slit, and prodding her wet entrance, with his cock.

Fluttershy was laying there with her mouth slightly agape, and her face red. ‘I-I’m still a virgin…but I still feel so unsatisfied…!’ She felt the pressure still pent up within her, and her nethers were still dripping with arousal.

“Now, 55, do you really want it~?” The blue stallion teased as he kept rubbing her nethers, which Fluttershy moaned and shivered. “If you really want it, all you have to do is say it and I’ll give it to you~.” He added.

Fluttershy kept shivering as she started panting a bit while her pussy started quivering from the teasing. ‘Ah! I..can’t take it anymore! I need this!!’

“Hah-hah… I-I…” She couldn’t hold back, she lost all her modesty and restraint as her lust overtook her. “I..I w-want you to f-fuck me!!”

“Could you repeat that, please~?” The blue stallion teased while still rubbing his cock on her pussy.

“P-PLEASE!! I WANT YOU INSIDE ME!!!” Fluttershy screamed, louder than she’d ever before.

“That’s all I needed to hear.” The blue stallion said as he laid himself over his slut for the night. He positioned the tip of his cock to Fluttershy’s lips as he gently pushed it in, which caused her to shiver, before he then slammed his cock inside her soaked vagina.

“Nnh, OOOh! AAAAHHH!!!” Fluttershy yelled in both pain and pleasure as her pussy quivered with the cock in her while a bit of blood from her hymen seeped out of her.

At first he began rhythmically thrusting his hips in and out of her love tunnel, easing himself further and further inside her each time. Fluttershy shuddered and spasmed as his phallus spread her insides for the very first time. This was the first cock she’d ever taken inside her, it was so large and it felt wonderful buried in her crotch.

“Erggh, I must admit, 55... you are very tight!” The blue stallion said while still thrusting into Fluttershy. “I take it this is your first time?”

“Haah, ohhh! Y-yes, sir!”

“Well then I’m glad to be the first to claim and initiate you here tonight.” He confessed. “You are a rather exquisite female~.” Her suitor then trailed his hands steadily over her naked form, her waist, up her sides until he reached her ample mounds.

Fluttershy moaned louder as she felt the blue stallion’s hands groping her breasts while the cock still pounding her. “Aaahh! Ohhh! Yes! Yes! This f-feels s-so good!” She called out as the blue stud twisted her sensitive nipples, which caused her to scream a bit. The red stallion calmly watched as his member was taking time to harden again.

For what felt like hours, the two ponies were mating and pleasuring each other nonstop until the mare laying on the bed felt a certain pressure building up inside her again. She wrapped her legs around the stallion that was plowing her.

“Y-your cunt is, hrgh, tight, 55, I’m getting close!” The blue stallion exclaimed while thrusting faster into Fluttershy.

Fluttershy said nothing as she moaned louder and louder from the pounding and her breast fondling. “Give it to me! C-CUM INSIDE ME!” She squealed and pleaded with her tongue out. Her wish was granted as he gave one last thrust and a flood of his semen entered her womb, causing her to squirt her marecum all over his pelvis, which made Fluttershy moaned loudly as she felt her wombwomb being filled up as she quivered. “Ah, ahh… S-So m-much… Ohh, s-so warm…” She moaned as she shuddered in pleasure. Each throb sent more thick, hot, cum pumping into her honeypot, further lubricating it alongside her ladycum.

The blue stallion then slowly removed his cock, which made a pop sound once it exited Fluttershy’s pussy as their mixed juices flowed out of her. ‘I’ll say, 55, you were fantastic...” He said to her.

“T-Thank y-you, sir…” Fluttershy heavily panted, that was a rather exhilarating experience. “F-First time to… have a stallion… do that to me…”

“Well, I hope you still got some more energy left, 55, because I’d still like to go for one more round~.” The red stallion said while showing his still hard cock to her.

‘Oh right, he hasn’t had a turn inside me yet…’ Fluttershy thought for a moment before she gave a meek smile at the red suitor. “Well, I m-might… be able to h-handle one more g-go.” She said to him. “If…if that’s okay with you.” Now that she’d cum twice, her lust and horniness had subsided, she’d returned to more of the natural, usual shy and sheepish Fluttershy.

The red suit gave a smirk as he went up to Fluttershy and grabbed her by the waist as she turned her to lay on her stomach, which made her yelp as the red stallion held her waist. “Well, then I hope you don’t mind me using you in this position~.” He declared.

“Um, I-I don’t mind at all.” Fluttershy said with a humble expression, and a blush on her face, before she felt the red stallion’s cock poking against her, which caused her to shiver.

“Then let’s get started, shall we~?” The red stallion said as he then plunged his cock into Fluttershy’s already stuffed cunt, which caused her to moan and clutched the sheets as she spasmed at the feeling. The submissive mare felt her heat and sensitivity rising again as she was being fucked while her uterus was still filled with cum.

After the two stallions were fully spent after using and cumming in all her holes, Fluttershy trembled as she walked back into the main area. Her insides were pounded mercilessly, and now her legs were like jelly; after their long, hard, cocks had slammed between them so much.

“Ahh~… Oh… so much… cum, and… pounding.” Fluttershy muttered as she balanced herself as she placed a hand on the wall. She made her way to one of the couches that were available in the room. As she sat down to catch her breath, there was still some cum leaking down her legs. The poor timid mare was so worn out and basking in euphoria and post-orgasmic bliss, a certain masked, pink-maned, white coated mare approached from the side.

"Seems you had fun, dear~." Fluttershy looked up to see Fleur standing next to her with a proud smile on her face. “And judging from how much cum you have on you, I’d say you enjoyed yourself alot~...”

“So much…” Fluttershy nodded with a smile. “I can see… why you… and Rarity… come here…”

"Well yes and this is just the start." Fleur mentioned with a smile before she waved her hand, and a waiter brought a big wine bottle on a cart. “There is so much more you can do here at this club. In fact, I heard from the owner that there's a very special thing that might happen next week and it might pique your interest~."

“R-Really?” Fluttershy asked with intrigue, and a surprised tone. “T-That’s…very interesting… What is it?” She asked.

"Well, it’s a new sort of fetish that we’ve been considering adding, and offering to some of the mares here. It involves certain animals, more preferably a canine of sorts." Fleur told her as she opened the wine bottle and sat down next to her. “A very rare sort of canine that is nearly extinct because there are very few males, and let's just say that they need to be relieved of a certain something…~"

"Really?" Fluttershy asked before she wondered something. "But don't they have a female of their kind?"

“A fair few, but they're having trouble mating. But someone came up with the idea of helping them here, but the issue is that so far, we haven’t had any volunteers yet. Likely due to the fact that none of the mares here aren’t exactly into this sort of thing… But I have a feeling you would be~.” Fleur said with a sly smirk as she took a sip from the bottle. “After all, aren’t animals your thing~? You can't say that you haven’t ever done something to help with their special needs, can you~?”

Fluttershy blushed while she looked down; she didn't want to admit it, there were a few animals that did have those kinds of needs. She had to help them, but only in secret, but she’d never gone that far before.

“W-Well… I’ll… think about the offer.” Fluttershy said while twirling her fingers in her mane.

"So you have done something like that before." Fleur said with a sly, sultry, yet surprised tone. "I can see it in your eyes." This caused Fluttershy to hide her face under her mane as she blushed hard with embarrassment. "Oh there's nothing to be ashamed about, dear. Like I said, no one judges anyone here, anyone can have even the wildest of kinks here. Plenty of the girls here have their own secret kinks, such as being penetrated by tentacles for example; or even bondage sex, or pain sex…I can go on, but I think you’re not ready for those yet.”

“W-wow… O-Okay, thanks… But um… I think I'll try that kink another time when I come here. Maybe next week, when it’s ready?” Fluttershy suggested as Fleur gave a smirk and sat closer to Fluttershy.

“Of course, deary~.” Fleur said with a smile. “Would you like to have a sip? You must be abit parched after cumming alot earlier~.” She presented the bottle in front of her.

Fluttershy noticed she was abit dehydrated. “I guess I’d like a sip…” She took and held the bottle and brought the tip to her lips. After taking a sip or two, she realized that it was the Essence from earlier. “T-thank you, Fle-” Fleur brought her finger to her lips to signal her. “I-I mean, number ‘1’...”

“You’re most welcome, Number ‘55’~.” Fleur said before she gave a sly smirk. “There are a few more things you could do before you leave, would you like to find out~?”

“Like what?” Fluttershy asked in curiosity, but then she barely noticed her nipples and clit getting hard again.

“Well… We have toys; that you might like~.” Fleur explains, taking another sip of her drink. “Care to try it out if you're up for it~?”

Fluttershy considered it, and she figured having some more pleasure wouldn't hurt. “Well, I might have enough energy to try one toy…” Fluttershy said, looking at herself, and her moistening slit. “S-so, sure...” She agreed, with a bit of lust in her voice.

“Glad you approve~.” Fleur said with a smile, before getting up. “Come with me~”

***

“Oooh…. Aaahhh… Eeeh… Ugh…” Fluttershy moaned as she was in an ‘X’ position, with her arms and legs tied to two poles. A cock machine was thrusting in and out of her pussy, while vibrators were taped on her breasts as she moaned loudly at the pleasure while Fleur was close by with the controls while fondling her own breasts.

“So, how is the toy going with you, 55~?” Fleur asked with a sly smile while fondling her other hand and rubbing her own pussy.

“This is… Ehhh… Not what I was expectin-Aaahhh…! F-for a-… Ooohhh…a toy.” Fluttershy moaned as she was still getting pleasured by the machine. “But… it feels good…”

“Indeed. We use this if the stallions are not available to pass the time~.” Fleur said as she looked at the controls. “Let’s turn this up a notch~.” She then turned the dial up, which caused the machine to go faster as Fluttershy moaned louder while her body twitched in pleasure.

“OOOHHH!!! AAAAHHH!!! IT’S AMAZ--AAAHHH!!” Fluttershy cried out as her pussy then started squirting out more cum from the intense pleasure. “I-I CAN’T STOP CUMMING!! IT-IT FEELS GOOD!” She called in pleasure.

“Just five more minutes until the machine stops. Better enjoy it, 55~.” Fleur said as she kept pleasuring herself while watching Fluttershy moaned and cried out in wanton pleasure while the stimulating machine did its work on her.

Sometime later, after several orgasms from the toys, Fluttershy was exhausted and completely spent. She was soaked in sweat and her inner thighs were stained with sticky fluids.

“I think this is more than enough for your first night, my dear.” Fleur said with a small smile as she helped Fluttershy walk to get her clothes. “It’s time for you to go and get some rest.” She said as she placed Fluttershy down on a chair in the changing room. Fleur retrieved her friend’s box of belongings, and took out her purse and folded clothes.

“I-I’m too tired to… go all the way… b-back to Ponyville.” Fluttershy said in exhaustion.

“Don’t worry, I know of a motel where you can stay for the night.” Fleur said, using her magic to help Fluttershy stand up, while also using a fur towel to wipe out some of the sweat or fluids that were still on her.

“T-Thank you, F-fleur.” Fluttershy thanked Fleur, as she was about to help her get dressed. “This is… a great club I’ve… ever been to…”

Fleur first slipped her panties back on, and then, clipped her bra back on too. “It sure is, dear. It sure is~.” She said. Next, she slipped off her garters and put them into Fluttershy’s purse. She then helped Fluttershy put on her dress, adjusting it as they went. “There we are. Perfect as you were before~.” She said as she fixed Fluttershy’s mane, now she looked mostly like how she was right before she went in the club. Although her pink eye mask and red collar were still on.

“T-thank you s-so m-much.” The yellow mare said, before noticing that the white mare was still largely nude herself. “But, what about you? You’re still like, well this…” She gestured to Fleur’s bare features and her club attire.

“Oh, right.” The fashion model went to take her own box of clothes and belongings. She put on her sweater, and removed her garters, and inserted them into her own purse. While also keeping her silver eye mask and collar on herself. Fluttershy stood there and watched as she let some of her strength return. When Fleur was done, she wore her purse and went to get her coat. “Let’s go.”

They both put on their winter coats and left through the front door, Fleur gave the bouncer a wink as she passed by.

After taking a taxi ride into the city, Fleur went into the same motel Rarity stayed at before; to get a room for Fluttershy for the night. And just like last time, the Lobby Receptionist paid little heed to their accessories, having seen many fashion choices from the city before. As they entered her room, Fluttershy flopped onto one of the beds, completely exhausted from the experience she went through.

“I’ve never been this exhausted in my life.” Fluttershy said tiredly.

“That’s what the club does to you sometimes.” Fleur said with a smile.

“But one thing I don’t get.” Fluttershy said as she looked at her friend’s mask and collar. “Why are we still wearing the masks and collars? Shouldn’t we return them?” She asked, while feeling her own.

“Oh dear, I forgot to mention. Like Rarity and every other member, you don’t have to return them. We can keep the masks to conceal our identities, and the collar means that you’re part of the club now. Having your own collar is a sign of membership, and you can use them to come back to the club at any time you like.” Fleur explained with a smile. “You just have to put it on, and when you’re seen wearing it, you’ll be let in.”

“Oh..okay…” Fluttershy then drifted off to sleep and passed out under the moonlight shining from the window.

Fleur smiled at Fluttershy as she made her way to the door. “Ah, another new girl for the fun~…” She said to herself as she quietly walked out of the motel to let Fluttershy sleep peacefully as she made her way back home. “ I do so enjoy recruiting, bringing, and initiating new members… And if one of Rarity’s friends enjoyed it, I have a feeling many others might as well. Hmmm, I wonder who else should know how to have a good time~?”