Fluttershy's Lessons in Friendshipping

The next morning found Fluttershy ill at ease. Thoughts of the previous night raced through her head, bringing frequent and seemingly unwarranted blushes along with it. Her morning ritual of feeding the animals became quite a task for the distracted pony, and so she left the duty to Angel and a few more of her most trusted animal friends with the promise of extra carrots later. Even though she knew she had work to do, she returned to her bedroom to calm herself and try to make a plan for her "lessons."

Unfortunately, with nothing to occupy her time, her mind focused even more on the visit from Princess Luna. The bet they had made was intimidating; there's no way Fluttershy would be able to outlast the seductive mare of the night as she was now, and she was aware of it. But in a week, perhaps she could. She had already received special training from one of the princesses and more sexual experiences in the past few days than she ever before. Of course, Fluttershy had not known anything of the sexual arts before Princess Celestia called her...

'Maybe if I can p-practice with other ponies during this week, I can win this,' Fluttershy thought to herself, stammering even in her mind at the idea of using ponies like that. 'I won't do anything against somepony's will, though.'

Her mind drifted from what was said the night before to what actions were done. Fluttershy lay in her bed with a distant, dazed expression as she recalled the peculiar taste of the princess's magic anatomy, and she felt herself tense at the memory of the that soft yet powerful tongue and the pleasures it had yielded. At the thought, her sensitive anatomy became a little warmer and more slick. Despite the fact that she was alone, her face heated up in embarrassment at how easily she was aroused. Fluttershy raised her head and looked around the room, confirming the fact that she was alone.

"Well... J-Just a little bit won't hurt..." she said to herself softly, her voice already reflecting the trance-like state caused by her arousal. She burrowed under her covers just in case, and with her heart racing, she slowly put a hoof between her hind legs. It was a bit difficult to reach, and it would have been much easier to use one of the toys she had hidden nearby, but Fluttershy no longer listened to reason. Pure instinct was her drive now, and there was nothing that appealed to her more at this moment than a warm, living touch.

As her hoof barely grazed her aching slit, Fluttershy let out a surprisingly loud moan. She poked her head out from under the blanket and looked around, checking to make sure none of her animal friends were close enough to have heard the overtly sexual sound, before slipping back into the covers and the trance.

'That's right... Even though Princess Luna visited and I made her come, she didn't finish me.' To confirm her thoughts, she looked down and saw her slightly swollen, dripping flower. All of the anticipation that had built up did not seem to have dissipated at all. She hesitently reached down again to gently apply force to her clitoris. She loosed a ragged gasp before burying her face in a pillow to drown out her uncontainable reactions. With her head down in this way, she was forced to adjust her position so that she could continue. Her flank raised indecently in the air, and the thin cloth of the blanket that was meant to cover her shame slipped down to her mid-back, exposing her wet hole to the air.

"Th-This is indecent," she mumbled, yet she had no plans to stop. She started to rub her jewel cautiously at first, but she immediately lost all reservations and vigorously pleased her naughtiest desire. The pillow did little to stop her voice, which grew louder and louder as her hoof became slick with her juices. In the back of her mind, Fluttershy worried about being caught. In the front of her mind, she was only excited further at this dangerous prospect, and her heartbeat matched this.

Fluttershy recognized the feeling of an impending orgasm, which only recently became so familiar to her. It was as if her whole body and soul felt a pull towards her eager little pussy. Her hips began to twitch forward against her hoof with every stroke in an almost vulgar way, and her mind started to blank out everything but the pleasure.

This did not happen quickly enough to make her oblivious to the knock at the front door.

Quickly snapping back to reality, Fluttershy wondered impatiently if she should still make herself come before answering the door. Her kindness got the better of her, as well as the realization that her unknown visitor might hear her cry of pleasure. She jumped out of her bed and musted a "Just a moment!" in the direction of the window.

Fluttershy dashed as quickly as she could to the kitchen sink and let the water run over her hoof. Heat rose to her face once again as she saw just how much liquid she needed to wash off. She trotted toward to the door with the silent hope that her smell wouldn't be noticed. As the shy mare swung the door open, her nervousness melted into puzzlement as she saw Twlight Sparkle, who seemed to have taken that nervousness upon herself. Yet there was a strange determined quality about Twilight's gaze as well, and she carried a brown satchel that was filled with something heavy.

"Fluttershy... Can we talk?" said the unicorn with the utmost seriousness. For an instant, Fluttershy was convinced that Twilight Sparkle somehow knew about her naughtiness of only seconds ago, but she stifled these thoughts just as she had just been stifling her moans: not very well.

Regardless, she stepped aside to allow Twlight Sparkle into her home. She offered her guest something to drink, a snack, and a seat, though only the last was accepted. After the two had comfortably settled on the sofa and a short silence passed, Fluttershy managed to break the tension.

"What do you want to talk about, Twlight? I-Is something the matter?"

Twilight Sparkle looked into her eyes and said, "...I spoke with Princess Celestia last night." Fluttershy might as well have frozen to the spot, for she was not able to move or even reply. A million thoughts bounced in and out of her mind, none of which were encouraging to the shy pony. Had Twilight not been so serious, her worries would be greatly alleviated, but her large, shining eyes seemed to read Fluttershy's heart like a book.

With no response, Twilight continued to speak. "We were discussing my friendship report of this week, but when we went off-topic, the princess informed me that she taught you special, private lessons the other day. However, when I asked her about the nature of these lessons, she wouldn't tell me."

Thankfully, Fluttershy's inability to reply had worked to her advantage. She silently let out a sigh of relief beneath Twilight Sparkle's notice. If she had tried to explain or apologize, she would have let on much more than her booksmart friend could have ever expected.

"But," Twilight continued, "the princess said that this was a wonderful opportunity for you. She said you could teach me everything that she taught you!" As Fluttershy froze once again, Twilight obliviously continued. "I mean, I enjoy spending time with Princess Celestia and learning from her, but it would be wonderful to learn something from another friend! I don't know exactly what the lessons are about, so I brought a few different books." Fluttershy, still stunned, only barely moves her head to watch as Twilight uses a few simple spells to undo the buckle of her satchel and lift out four or five weighty books. "I'm guessing it has to do with animal care, so I brought some of the reference texts I have on the proper feeding, habitats, anatomy, and behaviors of animals, and I can call Spike anytime to bring over any other books that I need. Oh, and I brought a notebook so I can take notes on whatever you tell me, so--"

Fluttershy finally manages to speak up. "Twilight, um, I know you're excited, but I'm not sure that I'm really suited to be a t-teacher."

Twilight beams. "Princess Celestia said you would say that. And she said not to worry, because you are completely prepared to teach me this," she says as she places a reassuring hoof on Fluttershy's shoulder. A gesture of kindness, surely, but the deep level of misunderstanding only makes Fluttershy more worried. Another short silence passes, which Twilight awkwardly tried to ease by rubbing Fluttershy's shoulder. The yellow mare sighed and looked up into Twilight Sparkle's eyes uneasily. Maybe she was convinced by Twilight's earnest attitude, but the dull throb of her still unsatisfied marehood certainly made her more willing to impart her wisdom.

"...Well, um, you won't need those books. You won't need any books at all," she added once she saw Twilight prepare to teleport Spike into the room. "Just... These are very special lessons, and you can stop me at any time. If you don't think you can handle it."

This strategically worded last sentence did exactly what Fluttershy was hoping as Twilight shifted with excitement in her seat and said, "I really want to learn from you, Fluttershy!"

A tiny smile and equally tiny blush rose to Fluttershy's face. "I was hoping you would say that," she said as her voice took on a seductive tone. She placed her front hooves on Twilight's chest and, gently but suddenly, pushed her onto her back on the couch.

Twilight was confused about her friend’s strange behavior, she couldn’t remember the last time Fluttershy had touched her at all, and could definitely not remember a time when she had been so forceful with it, yet there was still a care in Fluttershy’s actions that reassured Twilight.

“You know, Twilight, the princesses and I share something in common...” Fluttershy began, waiting for a response. Twilight looked back with interest, but said nothing. “We both have a very special skill. And maybe, if you are a good little pet... I mean student... you can be like us too.”

“Be more like the princesses? Absolutely! What do I have to do?” Twilight said on impulse, only realizing a second later something Fluttershy said, “Wait, pet?”

“Oh, just a slip of the tongue... ” Fluttershy said, imagining who would be slipping their tongue where in just a few minutes. “I’m just not used to being a teacher... Especially being a teacher to an innocent little filly like you, although that shouldn’t be a problem after today.”

“I’m not a filly! I’m a full grown mare!” Twilight responded, not catching on to Fluttershy’s hinting.

“Ah,” Fluttershy began, as if she were to impart some timeless wisdom, “There is one thing that you have to do before you become a real mare...” At this, Twilight blushed bright red.

“I c-can’t do that! There aren’t even any colts around. And what does this have to do with the princesses?”

“The princesses, and I for the matter, don’t need a colt to feel go-”

“Wait, you mean the princesses clop?” Twilight interjected, surprised.

“I, well, um... I’m sure they have, but that’s not the point. They know how to have ...fun... with other mares...”

“But that’s not what my books said! Mares don’t even have anything to put inside...”

“Oh, you really mustn’t get around much...” Fluttershy said, apologetically. “You know what, let me just show you the magic that we could share.”

Twilight looked confused as Fluttershy got up next to her on the couch. Fluttershy leaned in, her pink mane mingling with Twilght’s.

“Twilight, will this be your first real kiss?” Fluttershy asked, eliciting an all-too-revealing blush from the purple mare.

“Absolutely not! I’ve kissed lots of colts. Like Shining... on the cheek... once...”

“Oh, you poor little filly... Let me fix that for you.” Fluttershy said. Their muzzles met and Twilight couldn’t explain it. She was surprised at the feeling, and especially that it could come from another mare. She was also surprised with Fluttershy. She didn’t know what possessed the usually timid mare, but whatever it was, Twilight was starting to like it. Twilight found, as the kiss deepened, that her feelings became less of confusion and more of excitement. She didn’t know or understand it yet, but she had needed this badly.

When Fluttershy finally broke the kiss, Twilight had a look on her face of pure lust. Twilight pulled Fluttershy back in forcefully, her mane beginning to lose its carefully kept appearance. “I want more!” Twilight said under her breath. She pulled Fluttershy in closer, but a kiss was not what her teacher had in mind. Fluttershy suddenly moved her head and planted a kiss on the tip of her horn. It was much more manageable than Celestia’s sharp head-mounted javelin, and elicited a much cuter response as well. Twilight made one small moan, a mix of pleasure and surprise, before she reached in and pulled Fluttershy the rest of the way on top of her. One of Fluttershy’s back hooves fell in between Twilight’s legs, and she could feel the warmth without even touching anything. She knew Twilight was ready for anything.

Fluttershy pulled away slowly to a look from Twilight that was both puzzled and wanting more. There was no way she couldn’t oblige the needy mare below her. “I bet I can make you feel better than any stupid colt could. They would just stick their rod in you and make themselves feel good. I can pay ...special... attention to all of your needs. And you are very needy right now...”

Twilight merely winced as Fluttershy kissed her horn again, but what Fluttershy did next made the purple unicorn tense up all over. Fluttershy quickly took the entire length of her friend’s horn into her mouth. It was only a couple inches, but it gave Twilight great pleasure, and made Fluttershy smile. She wanted to make sure that Twilight’s magical appendage was ready for an equally magical riding. When it was soaked with Fluttershy’s saliva, and some strange translucent purple aura from Twilight she finally stopped.

“Did that feel good, you naughty little filly?” Fluttershy asked confidently.

“Y-yeah...” Twilight responded, slightly out of breath from even that small amount of stimulation.

“Then let’s get the rest of you warmed up too...” Fluttershy said “I can feel how wet you’re getting down there...” Twilight’s expression was shocked. She had gotten like this before, but it hadn’t ever been bad enough that a quick little clopping couldn’t fix it. She had also never felt so aroused. Fluttershy was very good at this...

While Twilight was musing over how wonderful she felt, she almost didn’t notice how far south Fluttershy had moved. Her pink mane was barely visible as she buried her muzzle in between Twilight’s legs. Fluttershy knew her efforts had an immediate effect as she felt Twilight’s legs clamp down on her head.

“S-SHY! Ah! W-What are you doing! T-That’s dirty!” she said, her hushed ramblings almost inaudible over the lewd sounds her union with Fluttershy’s mouth was making.

“Mmm...” Fluttershy began, taking a quick break, “It’s not dirty. It’s very tasty, in fact. You taste just like the princesses...”

“I d-do?” Twilight asked, curious. Fluttershy breathed a quick affirmative before going back to eating out her friend. Fluttershy’s tongue found all of the sensitive spots of Twilight’s flower and target-locked on them immediately. Every time Shy’s tongue reached her clit or dove inside her she would scream in ecstasy. The sound was making Fluttershy a little frustrated that she wasn’t getting any in return. Her frenzied need for pleasure caused her to concentrate increasingly on pleasuring her scholar friend. Twilight would, under any other circumstances, written down a detailed log of such a monumental occurrence, but Fluttershy had her at a loss for words.

“Yes,” Fluttershy said, pausing from her diligent work on Twilight. “Maybe I could arrange for you to find out for yourself… If you are a good filly and do exactly what I say.”

“Really! What do I need to do?” Twilight asked, overly exuberant, “I mean... I guess it would be a learning experience…”

“Well… If you want to learn something that the princesses will really like, do exactly what I say.” Fluttershy started, “First, I need you to roll over onto your back.” The purple mare quickly complied, wiggling into the desired position in a way that Fluttershy found oddly attractive. “That’s perfect. Now I need you to point your horn straight up and don’t move it for any reason.” Fluttershy said as she moved into place. She placed several more gentle kisses on the tip of her friend’s horn before straddling it with her back legs.

Twilight got the memo as the yellow mare’s flower had already started to descend. “What are Yo…” Twilight started before being interrupted by Fluttershy’s persistence. “Oh… My… Sweet Celestia this is good!” Twilight writhed under the yellow seductress, but her horn was pointed dutifully upright the entire time. Fluttershy bottomed out with ease on the short few inches of Twilight’s horn. The small appendage was not, however, unsatisfying. It provided constant jets of warmth, much less skilled at resisting than that of the Princess. Each pulse of Twilight’s heart sent a similar pulse through her horn, giving the yellow mare the pleasure that could possibly addict her to this feeling.

Fluttershy reveled in the feeling for only a short while before lifting herself off of the horn and taking it in one quick, solid motion. She began to thrust herself up and down on the appendage, and Twilight began to feel rivulets of Fluttershy’s juices drip down her horn. The feelings that the inexperienced purple mare were experiencing were insane. It was the penultimate experience of lovemaking, satisfying not only the desire for a more skillful tool on the receiver’s part, but also the evolutionary call for cephalization on Twilight’s end. Having almost no nerve gap between her horn and her brain amplified the feeling and made each pulse of magic that came out like a miniature orgasm. Twilight could tell, however, that there was something larger coming. Fluttershy, on the other hand, having not had much training in the field of stamina, knew that she was getting close. She could never withstand Luna like this. She hardened her resolve and continued at her task, the immense pleasure having already transcended the peak that would have normally brought the yellow pegasus to a screaming orgasm.

It was only a few minutes of continued and frenzied movement that saw each pony at their peak. Fluttershy’s sheer force threatened to give her scholarly friend a major headache, and Twilight could hardly control herself to keep from any dangerous magic. As they both lost themselves in the tide of their pleasures, they both felt the end creeping up on them.

Twilight came first, but only by a fraction of a second. She managed to get out only one massive scream before Fluttershy hit her climax and clamped down hard on Twilight’s horn. What happened next, however, surprised the both of them. Either Celestia had been incredibly capable or Fluttershy had gotten better, because Twilight’s reaction filled the room with a white aura of tangible pleasure, literally turning the air into a constant stream of euphoria. Fluttershy felt herself clinging only slightly to the farthest reaches of her consciousness. Twilight also felt herself slipping into a deep trance-like state. She felt Fluttershy’s consciousness enter the surreal realm of her altered state of being.

It was a revelation for both of them, they mentally melded together, and they knew each other inside and out. In that simple moment, both of them shared a millennia of secrets, each understanding everything that the other had to bring to the table. Twilight shared, in those few seconds, all of Fluttershy’s experiences so far, being with Dash, Luna, Celestia, all of the lonely nights she spent alone thinking of various ponies. Fluttershy learned much practical knowledge, the best ways to concentrate on holding out, instinctual memories of how to best please a unicorn, even secrets about the princesses, their many likes and …weaknesses.

After what seemed like an eternity, but was probably only a few seconds, they both passed out. They both managed to be holding each other, their bodies set as if they were the other’s mirror image across an imaginary plane that was the only thing separating the two.

Fluttershy slept heavily and her dreams were peppered with pleasure and bliss. She woke up to find that her dreams had been effected by none other than Twilight Sparkle. The purple unicorn was diligently licking at the yellow pony’s marehood, making sure that she got plenty of practice in before their …lesson… ended.

“Oh my, Twilight! Aren’t you eager?”

“I wanted to practice… In case I get to do this with the princesses…”

“Well, in that case… Practice as much as you like…” The two of them kept at it for hours, not yet knowing that they had an unannounced guest…