Fluttershy's Lessons in Friendshipping

by juicebox

Rating: mature
Tags: Princess Celestia, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Romance, Fluttershy, Sex
Length: 31691

Celestia calls Fluttershy to be her student, but she is studying something other than friendship...

Fluttershy is asked to educate herself in pleasing others and being pleased by Princess Celestia. One by one the Mane 6 and their friends will learn the carnal pleasures Fluttershy is researching.

Now with America's favorite hamburger a penis, finally!

Published 2012-01-18 15:32:41 UTC
Last updated 2016-10-05 06:39:28 UTC

Chapter 1: With Flying Colors

Fluttershy was met by a group of her friends upon her return. All were interested in why she had been to Canterlot, and even more interested about what royal business must have transacted that she would be transported by royal guards. Fluttershy shyly shrugged all of them off, except one. Rainbow Dash was endlessly interested, and wouldn’t leave. Fluttershy finally broke down and told her.

“I saw the Princess! Okay?” Fluttershy said, her still quiet voice filled with annoyance.

“What for? What for?” Rainbow Dash asked, not missing a second.

“She wants me to be her student in a different way than Twilight…” Fluttershy mumbled.

“Ooh? What do you mean?”

“I-I can’t tell you out here!” Fluttershy said, somewhat embarrassed. She quickly realized she could make an opportunity out of the situation. “If you promise to be quiet and come to my cottage with me, I will show you…” Fluttershy continued, her voice smooth and almost seductive. Dash’s wings started to act up, and she masked it by hovering around her friend. Unlike Fluttershy, who was planted firmly on terra firma, Rainbow Dash was in the clouds, both physically, and mentally.

“O-Okay. Um… What exactly do you mean by show me…”

“If I could tell you that, there would be no need for us to meet in private…” Fluttershy said, emphasizing both ‘need’ and ‘private.’ As they reached Fluttershy’s cottage, Dash had turned into a bundle of nerves. She was not sure why, but the thought of being alone with Fluttershy was… rather interesting.

“Won’t you come in…” Fluttershy asked, blushing a little bit. Rainbow Dash landed roughly on her hooves, and shakily walked inside.

“So what’s this all about?”

“I’ll answer that after you answer my question.” Fluttershy said, “If you could do anything in the world with me right now, what would it be? Don’t be afraid to be honest. I won’t tell anyone. It can be our secret.” Dash, who had not managed to collapse her wings yet met strong resistance. They flared out to their fullest extent and Dash’s eyes went wide.

“O-Oh no. Not this again…” Dash said, her head beginning to lower as she avoided Fluttershy’s gaze. “T-This isn’t what it seems!”

“Ehehe… It isn’t?” Fluttershy said, getting a burst of confidence. “Naughty little Rainbow Dash doesn’t want this?” Fluttershy questioned, shaking her plot at the blue mare as she flagged her tail to the side. “I’m sure that some horny little pony has had plenty of experience…” Fluttershy said, her antics only bolstering her resolve.

“Um… Well… About that…” Rainbow Dash began, shying away from her not-so-timid-anymore friend. “I’ve been… s-saving myself.”

“Oh? For whom? It’s not for the Wonderbolts, is it?”

“Um, well… Maybe I had been…”

“Ahaha. They may know a thing or two about flying, but what do they know about making a mare feel good?” Fluttershy asked in a somewhat condescending tone. Her actions were surprising her, but what was surprising her even more was Dash’s reaction. Her once brave friend had turned into the timid little thing that Fluttershy normally was. “Now I, on the other hoof, know a thing or two about how to make a mare feel good.”

“Y-You do?” asked a surprised Rainbow Dash, her legs somewhat trembling, both intimidated and aroused by the her cute pink and yellow friend. “Um… You wouldn’t be planning on d-demonstrating that, right?”

“No. I’m going to demonstrate it. And you will like it.” Fluttershy said, suddenly faltering in her confidence, “Um… if that’s alright, I mean.”

“I-I’d rather not.” Dash said evasively, moving for the door. She turned around quickly and found Fluttershy already there, blocking her path.

Fluttershy uttered a series of words that she had once before used with the exact same intonation in a very different circumstance, “YOU”RE GOING TO LOVE ME!” Dash suddenly froze and locked eyes with Fluttershy’s steely gaze.

“Um… Fluttershy, could you maybe calm down just a little bit?” Dash asked, moving one of her forelegs in circles.

“CALM DOWN?” Fluttershy asked, seemingly enraged. “Um… if you say so…” Dash breathed a sigh of relief and moved away from Fluttershy. “I didn’t say that you could leave though…” Fluttershy said, a hint of an impish grin on her face. “Now be a good pony and lie down for me.” Dash suddenly found herself doing what she had been told. She bent her legs underneath her and lay down on Fluttershy’s floor. The yellow Pegasus admired the build of her more athletic friend. Her wings were still partially extended, despite all of the madness that had ensued, and Fluttershy practiced the only thing she knew. She placed a cautious hoof between the two wings and pressed down hard. Both wings flapped out, surprising the little yellow pony, and eliciting a moan from the sedentary cyan pony. Fluttershy continued what she was doing until the pony below her began to shudder with every pass of her hooves over her friend’s spine.

“F-Fluttershy! Isn’t this supposed to be something that mares are only supposed to do with stallions?”

“Oh, if I thought anyone would have known better, it would have been you. Think of it like this: Who knows how to make a mare feel good better than another mare?”

“I suppose, but still, doesn’t Celestia frown on things like this?”

“I sincerely doubt it. I have a feeling that would be a little hypocritical…” Fluttershy said, blushing as she tried to vaguely mask her knowledge. “Princess Celestia has asked me to study these things… with you guys.”

“That’s a twist. Are there elements of sex I didn’t know about?” Dash asked “… I didn’t imagine that I would be the submissive element…” Dash continued, looking away from her friend.

“Well… If you wanted to be the dominant one… I suppose that would be okay.”

“I-I’m not sure I’m ready for that yet. Maybe um… we could wait?”

Fluttershy’s eyes widened as she felt the situation tangibly slipping away. “Please, Mistress Dash! We could make each other feel so good! I’m sure a strong confident mare like you would be able to work magic on a timid little filly like me!”

Dash suddenly felt all of her previous resolve gone. She felt her emotions betraying her as she stared into Fluttershy’s eyes. She slowly stood up, her legs weak from the treatment that Fluttershy had given her earlier. Fluttershy suddenly began to look worried until Dash made her next move. Fluttershy was surprised when Dash kissed her. Hard. “I may not have any real experience, but everypony says I’m a fast learner.” Dash began, “Today you’re my student.”

The whole world melted around the two ponies as their bodies and souls met. Fluttershy put a hoof behind Dash’s neck and pulled her closer, their muzzles meeting again in a lewd display of pure lust. Dash’s tongue pressed at Fluttershy, begging for entry to her mouth. Fluttershy, naïve at first, pulled back a little and opened her eyes, she met with Dash’s vibrant purple irises and instantly understood the meaning. She opened her mouth and let Dash’s tongue explore her mouth before she retaliated and pressed her weaker tongue against her stronger friend’s tongue. They stayed intertwined at the mouths for what felt like an eternity. Dash pulled away, a look of need filling her eyes as she stared at her new favorite pony.

Fluttershy knew what she wanted, and she knew Dash wouldn’t be able to resist. Fluttershy lay down and rolled over onto her back. She spread her hind legs, watching as Dash’s eyes went wide in shock and lust. Oh, Dash really approved. This was definitely 20% cooler than she had imagined. Without warning, Dash moved on top of Fluttershy and began kissing the flustered pony’s sensitive neck. The timid pony let out all manner of embarrassing little moans as she squirmed under the cyan pegasus’ ministrations.

“Oh, for the love of Celestia, that’s good.” Fluttershy moaned. Dash responded by kissing a trail down Fluttershy’s neck toward her hind legs. Fluttershy couldn’t keep from squirming under the strong, heavy kisses of her newfound lover.

Dash wasn’t taking it slow by any standards, but she seemed to be a natural tease. The closer Dash got to Fluttershy’s marehood, the slower and more playful her kisses became. Each kiss became lighter and they were punctuated by long, shuddering pauses that made Fluttershy almost go insane. Dash finally started to rub her inner thigh with her muzzle and Fluttershy knew what was next. That was when Dash surprised her. The cyan colored pony abruptly stopped and moved up to kiss Fluttershy on the muzzle once more. Fluttershy quickly broke the kiss

“H-Hey! I thought you were…” Fluttershy began, realizing that she couldn’t quite finish the sentence herself.

“Oh, I will… I just wanted you to show me how much you want it.” Dash began. “Evidently you don’t want it that bad or you would have kissed your… Mistress …with more force.”

Fluttershy surprised Dash when she pulled her sky-blue seductress down and into another kiss. Fluttershy’s free hooves played in Dash’s mane, and their mouths intertwined with passion that seemed never to cease. Fluttershy was in a delicate balancing act. She wanted Dash’s touch elsewhere, but she had to prove that. Couldn’t she hold off a little longer? Dash saw the pleading look in her eyes and broke away from their kiss, still allowing Fluttershy to stroke along her mane.

“Well… It seems like someone likes being Dashie’s pet… Tank will be so jealous.”

“Y-Your pet? I w-wouldn’t go that far.” Fluttershy said hesitantly.

“Of course you will. I’m not going to give you any choice tonight.” Dash said, pressing her weight down on her submissive friend. “You asked me what I would do if I were alone with you. Well, I never did give you an answer.” Fluttershy’s eyes went wide with realization. She understood the meaning behind Dash’s words. She was going to have a really interesting time with this answer.

“Um… What is your answer?” Fluttershy asked cautiously. She knew the answer, but she wanted it so bad. She couldn’t wait for Dash to reveal it herself. Dash hesitated, weighing her incredible lust in this situation with the strangeness of it all. Was she really about to have her first time with another mare? She didn’t even think that she was like that. She had always thought about stallions, but Fluttershy’s earlier comment was all she could think of. Who could make her feel better than someone of her own gender? Her mind settled on her decision, and her resolve was strengthened by the squirming pony below her

“Oh, well, maybe something like this?” Dash said as one of her hooves found its way in between Fluttershy’s hind legs. It quickly found the soft, wet marehood of the sweet, innocent pony below her. Her strokes were delicate. Soft, slow, calculated. Something that Fluttershy had not expected from her speed-demon friend. Each pass of her hoof brought not only the dull, overwhelming pleasure of her hoof, but also soft tingling pleasure as each of the small hairs comprising her fetlock each added another featherlike tingle of pleasure when they made contact.

Fluttershy was easily surprised by the pleasure. It was taking her nowhere fast, but it felt so unbelievably good. The pause between each loving stroke of Dash’s hoof gave her just enough time to recollect her thoughts and prepare for the next wave of pleasure. Fluttershy was enjoying the experience, and she wasn’t about to ask Dash to stop. She let out soft little moans and whimpers that only made Dash more and more ambitious and confident.

Dash started to apply more pressure, the soft pressure of earlier seemed to have only been the warm up for the main event. Dash’s new tactic was total guesswork, but her untrained hooves seemed to know exactly which parts to stimulate. The point of her hoof would gently stroke over Fluttershy’s delicate clitoris, and as she went lower, she began to use the front of her fetlock to apply pressure in much broader areas. Fluttershy went ballistic at this. Her moans turned into screams, she began violently squirming. The amount of pleasure Dash was bringing her marefriend was significant, but it was still only the tip of the iceberg for Fluttershy, and Dash knew it.

“Aah! Rainbow Dash! P-Please more!” Fluttershy screamed, her voice louder than ever before. Her hips convulsed against the movements of the strong Pegasus. Dash complied. She lowered herself down onto Shy, putting her full weight on her. She leaned in and kissed the horny yellow pony below her, all while her hooves were still busy on her friend. After a few moments, Dash broke the kiss and stopped moving her hoof.

“If you want more, you naughty pony, you are going to have to show me.” Dash said, staring into the smaller pony’s eyes with a malicious smirk.

“H-how? W-what would an innocent little pony like me know about th-this kind of thing?” Fluttershy asked, playing along with Dash’s dominance. She shivered slightly under the weight of her new mistress.

“You should show me what you want me to do to you… I bet you want me to use my mouth, so I’ll make this one easy for you.” Dash said, getting up and turning around, her hindquarters entirely visible to the submissive little mare. She backed up until her legs were straddling Fluttershy’s beet-red face. Fluttershy looked up and saw Dash’s pink marehood, almost covered by her blue fur. Dash had been enjoying this, it was obvious that she had been wet for a long time, the whole area was moist, some fur below it was even matted with the evidence of Dash’s pent-up sexual tension releasing itself in one fell swoop.

“O-Oh my. Dash… I’m not sure I can do that.” Fluttershy said, secretly wanting so badly to do it, but not being able to work up the courage for it. Dash wiggled her hips in anticipation, a small droplet landing on Fluttershy’s nose. The scent caught Fluttershy’s attention, and the yellow pony was enthralled.

“Come on, Shy! Now isn’t the time to be a chick--” Dash started before being rudely interrupted by Fluttershy making the contact Dash had so desired. “Ohhh… Sweet Celestia! That’s good!”

Fluttershy couldn’t stop. Like most ponies, she had played with herself before, and while it felt nice, she was sure that she would never like the smell or taste of mare fluids. She couldn’t believe how wrong she had been. Dash had broken something in her, a primal need that even the princess hadn’t set off. However, she hadn’t tasted the princess yet. …mental note, next order of business…

“Oh, you dirty little pony… Keep licking me. You’ll get a treat when I come…” Dash said, almost as excited about making Fluttershy feel good as she was about feeling good herself. Fluttershy began to come to grips with pony anatomy from the perspective of her tongue, and tried to find Dash’s most sensitive spots. Her tongue would graze the hardened nub at the apex of her most intimate spot, and each time Dash would let out a high pitch squeal.

Fluttershy moaned into her work, she closed her mouth over Dash’s marehood and sucked gently, making Dash shake and go a little weak in her legs. Fluttershy continued her expert manipulation and Dash suddenly collapsed on top of Fluttershy. Fluttershy no longer had to awkwardly lift her head to please Dash, who had unconsciously began to shove her hips down onto Fluttershy’s mouth. Fluttershy complied with this implicit request by licking more at Dash’s clit.

Before Dash knew it, she was having trouble holding even her head up, and it quickly found itself between Fluttershy’s legs. Dash found herself unable to resist when she saw the mess this whole ordeal had made of Fluttershy’s plot. Her marehood had been dripping copious amounts of her liquid excitement, and it had entirely matted the area between Fluttershy’s legs, and was leaving a rather noticeable spot on the ground. Dash’s tongue sought out the object of her fantasies. Fluttershy moaned with the first contact, and temporarily stopped licking Dash. Fluttershy had been getting close when Dash had stopped pleasuring her, but she was determined to make Dash come first. Her mouth went back to work, more vigorously than before, and both ponies lost themselves in each other. Both ponies bucked their hips against the other’s face, their faces became drenched with the other’s essence, and if anyone else were to have seen them, they would have never lived down how lewd they were.

Both ponies were nearing their climaxes, and the other one was able to tell. Fluttershy moaned almost continuously into Dash’s soaking slit, and Dash was pressing down on Fluttershy with incredible pressure, her wings spread wide, shaking somewhat. Fluttershy managed to outpace Dash and made her come first. Fluttershy knew she would be waiting for a moment, so she slowed down her pace on Dash and lowered her hips so Dash could moan into the open air.

Dash screamed at the top of her lungs, and lifted into the air a little bit. Her wings stretching to full-mast, an audible sound accompanying their overextension. She finally found the mental presence to make coherent speech out of her orgasmic screams, “Fluutershy, aah! I-I’m c-coming!” Dash continued to convulse, scream, and buck her hips against Fluttershy’s still-active tongue. Several seconds later, Dash returned from the distant land her mind had floated off to and pulled her hips away from Fluttershy’s mouth. Fluttershy breathed out a sigh of relief, her jaw sore from the pressure Dash had exerted on it.

“In the name of Celesia, that was the best thing I have ever felt. The princess seems to have quite the skill for picking her students.” Dash said, regaining her composure. “But I did promise you a treat after I came, didn’t I?” Dash remembered, a crazy idea forming in her head. She wondered what it felt like if two mares rubbed themselves together down there. If just mouths felt that good, what would it feel like to be united the way a stallion and mare would be? Fluttershy could see the sharp grin on Dash’s face. Something about how predatory it looked made Fluttershy shudder in pleasure. She picked the perfect pony to be her first. Er, second.

Dash decided to surprise Fluttershy. No need to ruin the mood by explaining her plan. She took one of her front hooves and pushed Fluttershy against the ground again. She straddled her rear legs over Fluttershy’s and waited for her to understand what was about to happen. “Dash! That’s so naughty… Are you sure you want to do that?”

Dash didn’t speak in response. That isn’t to say that she didn’t answer. Dash slowly lowered herself until the warm, moist areas between both ponies had found eachother. Fluttershy felt a pleasure so good that it almost hurt, her chest ached as she took a sharp, deep breath in reaction. By this time, both ponies weren’t feeling the boring, mechanical pleasure that most ponies understood as the sexual experience. Their union wasn’t a tangible experience; it was more abstract, more intimate, simply more. Fluttershy could literally feel her heart tugging in her chest as it begged to be closer to Dash. As Dash started to rock her hips slowly, it was as if invisible string wrapped around the two of them, cocooning them, isolating them from anything not of each other. Neither said anything, a strange thing for Dash, but given the circumstances, totally predictable. Both of them shared an almost telepathic bond. Dash knew when Fluttershy wanted more, Fluttershy knew when Dash needed her to push just a little harder. For anypony not involved, it would have looked very strange. They had worked into a position where Dash was almost parallel to Fluttershy, and they both occasionally leaned in to kiss eachother.

Fluttershy could sense her rising orgasm, and could tell that Dash was still some distance from her second of the night. Fluttershy decided that it was her turn to dominate Dash. She knew that while she was shy in overt interpersonal relations, she wanted deep down to be in control of secret shared moments like these. She had years of pent-up need that suddenly made her once introverted personality detach, if only for the night. She grabbed Dash as best she could and flipped them both over. Both ponies, temporarily shaken from their muteness, screamed as a third axis was added into their gyrations. Fluttershy was on top now. Through the pleasure she struggled to speak “I-I’m g-gonna make y-you c-c-come! You n-naughty little f-filly!”

Dash was surprised by the sudden flip. She had seen a little bit of it earlier, but it just came out full force now, and Dash couldn’t help but be incredibly turned on by it. Dash let herself go limp as Fluttershy took over for her. Fluttershy pressed firmly against Dash’s body, mandating a kiss from her now submissive friend. Dash obliged and moaned into the kiss, their pleasure now so great that sound was not only impulsive, but an integral part of their pleasure. The soft sounds of Fluttershy’s squeals mingled with the sharp, loud moans that Fluttershy made; the union of these sounds was a song more graceful than any birdsong, more potent than a strong wind rushing through the trees, more sensual than any other noise that Equestria had ever heard. And only two ponies heard it.

Both ponies were nearing their orgasms, and both were tightly synchronized in their rhythms such that both ponies realized at the same time that their pleasure had surpassed the peak of orgasm. They were both in that state of orgasmic bliss, but they knew that there was some higher crest that they must reach. Dash was the first to realize what this high point was. As their marehoods rubbed together, dripping liquid and making all manner of lewd noises, Dash screamed out the fruit of her realization “Shy! I love you!” Fluttershy, caught off guard by the remark, screamed in pleasure as she felt what seemed to be an endless stream of orgasms, each with the force of a freight train.

Fluttershy, in her incomprehensible screams managed to scream out the reciprocal statement of fact “D-Dash! I love you too!” Dash pulled Fluttershy down as tight as she could on top of her. Her eyes begged for a kiss as she was on the verge of the same feeling Fluttershy felt. As their mouths and marehoods united, both felt the greatest pleasure that they would ever feel. They knew that overall, they were made for eachother. Fluttershy felt as if she had completed any necessary aspect of her studying then and there, but she knew the princess would be disappointed.

As both ponies came down from the heavenly feeling they had experienced, they both started thinking of what this whole thing meant. They had confessed their love for each other. Was that permanent? Would they be able to have other partners? Both ponies drifted off to sleep as all of these questions slowly escaped their minds. Both ponies slept well, still in the other’s arms. They knew that they would be able to make the relationship work somehow.

“Derpy, can you send this letter off to the Princess?” Fluttershy asked the local mail pony.

“Certainly!” Derpy said, almost tripping over her own hooves as she took the tightly wrapped scroll from Fluttershy.

Dear Princess Celestia.,

In my studies of pleasure, I have come to a new revelation. I found that when a pony is with another pony that they love, sometimes the feelings they have are greater than anything anypony could imagine. I had a magical time with my friend Rainbow Dash, and we both realized that we love each other very much. Dash doesn’t want to stand in the way of my studies, and she realizes that you have staked a claim to me too… but nonetheless, she is willing to share me. It is this kind of adoration that makes our relationship so wonderful. I have secretly had a crush on Rainbow Dash since I was a filly, and this seems to be the climactic resolution of that crush. Never once did I expect her to have feelings for someone like me. We are so different, and we sometimes don’t get along the best, but we know that we share something magical together. I hope that we can stay together for a long time, because I know for a fact that while Friendship is Magic, love conquers all.

Your Faithful Student,

Fluttershy

The princess finished reading the letter, her cheeks a little flushed, she didn’t expect this from the timid little pony. In fact, she believed, based on her previous meeting with the pony, that Fluttershy was not capable of anything this robust and extroverted. The princess looked the scroll over once more before looking over to her sister

“Celestia, I believe this was meant for you.”

Chapter 2: Good Night Moon

“Oh, you’ve been a naughty filly indeed…” Luna said, knowing that Fluttershy wouldn’t hear her. She trotted down one of the halls of the Canterlot castle toward her quarters. She wasn’t going to let such …talent… go to waste. Especially on her sister. Luna couldn’t understand what the white puffball wanted to know about sex, that was HER realm. The princess of the night, nopony had sex during the day, except for the strange ones. Even her very own sister shrouded her exploits in the cover of darkness.

She was going to have her. Sex was not something which the darker sister took lightly. If she didn’t have Fluttershy, no one would. She readied a few things before taking off, unaccompanied, towards Ponyville.

Fluttershy had just returned from a long day with Rainbow Dash. Fluttershy didn’t mind helping Dash practice flying, especially when Dash was rather affectionate on breaks, but it took a toll on the yellow Pegasus. She just couldn’t keep pace with Dash. Normally, she would just sit there quietly until Dash crash-landed or something. Today, however, Dash seemed distracted, she made mistakes even Fluttershy wouldn’t have made.

Tired would have explained how the Pegasus had felt if the morning after her most passionate lovemaking session wasn’t replaced by cheerleading duty. As the timid pony went back to her house, she had to force her hooves to leave the ground. She could have fallen asleep at any point, but she knew that the animals needed their food. Angel would be so worried …er angry. As she approached her home, she noticed that all of the animals were staring at her, Fluttershy knew they weren’t stupid, but how could they know? She put out their food before entering the house, but all of the animals avoided it until she went inside. Fluttershy thought nothing of it.

The mare passed by the damp area on her floor, still slightly smelling the intoxicating smell of Dash. She shuddered both in shame and longing. She was embarrassed by their passion, but wanted more. She would clean up the mess tomorrow, maybe. Tonight she needed some rest, and that was just one set of stairs away. She climbed the stairs and approached her room. The door was cracked open. Usually it was tightly shut; Fluttershy wouldn’t want the animals to see some of the more …interesting devices… that the bedroom hid. A mare had to get off somehow, and there was no way that she could have asked some stallion, not that she didn’t appreciate their appeal.

As she mused on how unlikely it was that Angel had found her carrot-shaped vibrator she failed to notice one key thing as she entered her room. Instead, she was caught off guard by the open window. The curtains fluttered in the moonlight. Fluttershy groggily approached the window and was caught in awe when she looked out over the night sky. How dark it was, an enveloping, tangible darkness. How each of the million stars seemed to reach out to her with its own song.

And then she saw the moon. She always loved nature, but there was something about tonight, and definitely something about the moon. It’s as if it was staring back at her. It wanted to talk to her. It wanted her. Fluttershy shook off the strange feeling and started to turn around.

“I feel the same way, Fluttershy,” said a strange voice, “I spent a long time on the moon, and I still can’t get enough of it.”

The tired yellow Pegasus was shocked by the sudden voice, yet held entranced by it as well. Needless to say, she was speechless as she slowly turned around to see the Princess of the Night lying on her bed.

“It’s intoxicating. I take one look at the land that imprisoned me for a thousand years, and even in the face of my loneliness I can’t help but be taken aback.” Luna said, her voice soft and lulling, “There is a reason why ponies reserve intimacies for the night. It’s an erotic time, it fills you with all of these feelings that are normally manageable during the day.”

Fluttershy was still incapable of speech, she was captivated by the princess’ monologue.

“You know exactly how that feels, don’t you?” Luna inquired, rhetorically. “Yes, I would definitely argue that as consumed as you were with your little Dashie, my night was to blame. Or would that be to thank?”

“Hha?” Fluttershy squeaked, as her most private, intimate secret was ripped from inside her and publicized.

“Don’t worry. Conversely to my sister’s attempts to convince you otherwise, you are no naughtier than any other pony. My sister may have stolen your innocence, but she hath not made you a pervert,” the Princess replied, “That, I should say, will be my job.”

Another similar squeak escaped Fluttershy’s mouth, although this one was much quieter, and was followed by a slight shiver of her hindquarters.

“Yes, I would conjecture that you could become a great and powerful pony of the night. But you will need a much more capable teacher than my diurnal sibling. Her whole reason to teach you was because she thought you were cute. Of which you should be insurmountably proud,” Luna paused, “But nonetheless, you should seek more …educated… counsel.”

Luna, lounged on Fluttershy’s bed, drank in the scent of the many nights of self-pleasure that her new protégé had enjoyed while the timid pony herself just quivered at the implications of what had been said. Luna slowly got up and walked over to the shaking pony and brushed a solitary hoof along her mane to calm her. Luna moved closer to Fluttershy’s ear and whispered softly “Tonight, you are mine, and if you are faithful to me, I will reward you greatly. So what do you say, will you be my student?”

“W-What about Celestia?”

“Oh, you needn’t leave her love unrequited. It has been a long time since a pony could handle her, and after my training, you will be most equipped to handle her sometimes strange desires.”

“T-Then… I guess it’s okay.”

“Oh, no. You need to be more confident than that. I’m not going to go through the effort unless you can convince me that you really want it.”

“I… I…” Fluttershy stuttered, she didn’t know how to be confident, but through the haze that her mind had descended into she began to get an idea. The princess wouldn’t see it coming at all. She knelt on her front legs so that her flank was sticking up in the air, flagged her tail to the side, and put on the most needy tone she could manage, “Mistress Luna… Take me!”

“Oh ponyfeathers!” Luna cursed under her breath. As a mistress of the night, that was an offer she was powerless to refuse. She felt a familiar tingle well up inside her as she tried to fight the compulsion to oblige Fluttershy. She shuddered as the tingle became overwhelming and centered in her hindquarters. She held back her magic as it attempted to escape its cranial imprisonment; the situation, like gravity, pulled her towards the yellow seductress, who was still shaking her rear at the princess.

Fluttershy, caught in the moment (and possibly affected by the awestruck alicorn’s lack of action) decided to take it upon herself. She backed towards Luna until she was a mere inch or two away. She wiggled her flank in the princess’ face, realizing how compromising it was. Her body chose then to perform its instinctual attractant – she felt her lower anatomy tense up and a copious amount of her pheromone-laced love juice dribbled out. Luna, this time, took the hint.

The princess threw all royal mannerisms to the wind and lapped at Fluttershy’s entrance as her conscience lapsed. Magic flooded forth and bound Fluttershy to her, holding her in a tender blue aura that was simultaneously there and not. Fluttershy summoned all of the stamina and courage she possessed and pressed back on the princess.

Luna’s head was now covered in Fluttershy’s juices and her magic was growing more and more out of control. The blue sparkles turned inward on her and threatened the applicability of the former pronoun. She found herself with a (albeit temporary) set of male parts that were sure to please any mare. Luna loved her magic but sometimes it was her undoing.

As Luna reared up, Fluttershy suddenly realized what was happening. “Wait.” She said softly, feeling the unnaturally hard member pressed against her. The princess missed her warning and attempted to press forward. Fluttershy yelled “WAIT!”

Luna froze. Fluttershy shrugged the princess off of her and turned around. “I-I’m sorry… I just don’t want that y-yet. Um… I w-want to p-play with it before you put it away, though.”

Luna hadn’t even thought. Probably the largest object Fluttershy had ever taken was a carrot or two. Very small compared to the larger-than-life member that swung awkwardly between her quivering legs. “Oh, I hadn’t considered your reservations. Please do forgive me.”

“No problem.” Fluttershy said softly, wearing a cute smile as she lowered her head between the princess’ legs to lick at her navy and black speckled stallion-parts. Luna shuddered with the first lick. She had tried this before with mixed results, but Fluttershy was the first to be so… proactive. Even Fluttershy herself knew not where this courage came from, but she liked it. She felt powerful, the epitome of these kinds of acts was speechless and bucking her hips at the meek yellow Pegasus. That was power.

“Ah, that feels wonderful, my little pony.” Luna moaned, starting to realize that her resolve was considerably less in this state.

Fluttershy, who had started suckling on the princess’ unnatural member pulled off with a loud slurp and a trail of wetness. “Ah, but princess… I believe right now you are in fact my little pony.” Fluttershy pulled away enough to make eye contact and wink before going back to business. She wanted badly to finish off the princess and prove her superiority. Now that she thought of it, she had no idea where any of this dominance came from. Maybe Dashie was rubbing off on her… Oh wait, that happened last night. Now the princess was rubbing off on her too.

Luna was getting close, which for her was still a ways off. The princess had taught herself great stamina at this stage such that she could remain in unspeakable bliss for the longest possible time. Oh wait, she definitely wasn’t going to make it much farther. Fluttershy was taking a good 14 inches at the time, and the princess’ hard member was prodding at her throat. Fluttershy could feel the head of Luna’s stallionhood beginning to flare and she pulled it out slightly so she could play with the tip using her tongue.

“Oh, For the love of Equestria!” Luna yelled as she felt her release imminent. A moment later, her white, sticky stallion cum welled up in her stallionhood and flooded out in gigantic half-cup squirts. One shot down Fluttershy’s throat, another painted her face, and yet another covered her hair and forelegs. The princess shuddered and backed away slowly, her softening member dripping a string of her juices and swinging between her legs, stained like Fluttershy’s with the fruits of the pegasus’ labors.

Fluttershy wiped some of the sticky goo off of her face, and tasted it, since the seed shot down her throat was of such force that she had not had a chance to savor it. It was not impressive in taste, but the sheer quantity of it made Fluttershy shudder in pleasure. She had made a princess cum in her mouth, and she could probably do it again.

“Want more princess?” Fluttershy inquired. She wiggled a little, seductively, and the princess appreciated the gesture. Her libido had been entirely removed by the orgasm she had just experienced. This was why she disliked playing the stallion. It was always one and done.

“In any other circumstance I would. But it seems you finished me off very well. So I’ll make this wager with you.” Luna began. “You were quite assertive tonight, which I know is not in your character. It was my moon that made you so brazen; it was also why you tried to dominate your friend last night and why you had the ‘creative’ idea of impaling yourself on my sister’s horn.” Luna had regained her seductive voice by now, and was spinning a deal that ‘shy wouldn’t be able to resist. “I’ll come back in one week. Seven days from now. I will not go lightly on you, and I would advise you don’t go easy on my either. Here’s the wager: If you make me come first, I will be your faithful little slave whenever you want. I will please you however you want whenever you want, as long as my royal duties don’t occupy me, which they never seem to. I would call you whatever you want; Mistress Fluttershy, maybe even Princess Fluttershy…” Luna began, “But if I make you come first, I will make you my eternal slave; you will bend to my will and call me Mistress. I would let you live with your Ponyville friends still, but I would need you to visit Canterlot very frequently.”

“I-I’m not sure… T-this whole thing was really fast. I-I just want to um… be more sensual.”

“Oh, come on, be a good sport. At least give me a chance. I’m a very kind mistress, if you must know… I will rather like to hear your screams of adoration as I please you.”

“This really sounds like a bad idea… But I can’t exactly say no to a princess…” Fluttershy said… “So I suppose so… Um… If that is okay.”

“Yes, my little pony. I do hope you put up a good fight,” Luna said, “Because in one week, I will make you mine.” Luna said, perching on Fluttershy’s windowsill before alighting into the night sky.

“I will make you mine yet, my little pet” Luna said to the empty night sky as if Fluttershy were listening.

Chapter 3: Student Teacher

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…

Chapter 4: Surprise Sex!

“Oh my, Isn’t this adorable! What kind of party is this? Why didn’t you invite me? This looks like fun? Can I join? Can I Can I Can I Can I?” came an all too familiar voice. “Pretty please?”

“Oh no…” Twilight whispered under her breath, her most lewd encounter exposed. “Fluttershy, what do we do?”

“Just stay calm… She won’t hold it against us if she gets to participate…” Fluttershy responded, slightly turned on by the situation.

“Pretty please with a cupcake on top?” Pinkie Pie waited for a response. “With icing AND sprinkles?”

“Okay, I guess it’s fine. Right Twilight?” Fluttershy responded.

“Y-Yeah…” Twilight answered before whispering to herself “I’ve never been with two other ponies at the same time… maybe this is what it will be like with the princesses…”

“Yayyyyyyyy!” Pinkie responded “It’ll be great. I don’t even really know what’s going on, but Twilight seemed to be having fun and Fluttershy, you were making such funny noises, and I just thought it would be fun if I could get in on the party. What exactly is this party? Should we invite anyone els… Mmph.”
Fluttershy clamped a hoof over Pinkie’s mouth, preventing her from speaking anymore. “Pinkie, this is just between the three of us, and this is only something that you can do with other grown up ponies. Don’t even think about having a party like this with any of your younger friends.”

“W-Wait…” Pinkie began, “You’re having sex?”

Twilight turned bright red again and Fluttershy held a hoof to her face

“I didn’t know you could have sex with another mare! I always thought that stallions were annoying… This makes life soooooo much more interesting!” Pinkie began. “Is Twilight teaching you, Shy, because I would have never guessed such a geeky filly like her would have known how to have sex, much less with another mare like this. Wow, Twilight… you’re smarter than we thought.”

“Um… Actually… It was ‘Shy teaching me…” Twilight responded meekly

“What? Fluttershy? How did you find out about sex? I kinda figured you might go your entire life without finding out what sex was like… You’re just so timid and all… But I guess it’s better this way, ya wouldn’t want some stallion taking advantage of your kindness and all…”

“PINKIE!” Fluttershy squeaked “Do you want to keep talking or do you want to join us?”

“Oh, I’d definitely like to join you… Where do I start? Do I get to play with Shy’s mare bits first or Twilight’s or… Oh my… maybe someone is going to play with mine…”

Fluttershy whispered something to Twilight, who nodded slightly. Moments later, they both sprang on Pinkie. Fluttershy was straddling her hind legs while Twilight found herself directly over Pinkie’s face.

“Oh my this is more exotic than I expec…” Pinkie was cut off by Twilight descending on her. Pinkie didn’t quite get the memo, for a while just looking confused and mildly excited being able to see another mare up close like this.

“Hehehe… Use your tongue, Pinkie… Lick it…” Twilight urged. Pinkie obliged, nodding slightly beforehand, a motion that seemed to bring a little bit of pleasure in itself.

Pinkie was not exactly mentally engaged in the event, her thoughts had not caught up to her actions yet. This was definitely not a party, but Pinkie had, in taking it for one, involved herself with something she would have probably been best off saving until she was party-sober. However, Twilight was not disappointed by her forwardness. Pinkie was starting to break through the fog, but she was almost instantly captivated by another occupant of her senses entirely.
“Twilight, you smell nice down here.” Pinkie started, inhaling deeply as she took a tentative lick at Twilight’s swollen, soaked marehood. “And it tastes nice too! It’s not like any cupcake I’ve ever had, but it’s interesting.” Pinkie continued, showing no hint of reprising on her musings. “I want to call it sweet, but it’s not. It’s strange. I’d call it sweet, fruity, something like that, but it’s definitely not a sweet smell… In fact it’s not really a taste that I would have thought I’d like… It’s weird and kind of musky… but it makes me happy and I think that’s why I like it…”

“Pinkie… we can have enlightened conversation about my taste after you make me feel good. I need something touching me.” Twilight interjected in a somewhat breathy voice. Pinkie knew she’d reap the rewards of continuing, and she did with no contest.

“Twilight, should I see if Pinkie tastes as good as you do?” Fluttershy asked, watching as Twilight enjoyed the fruits of Pinkie enjoying her …fruits.

“Ah… A-Absolutely! In the interests of proper…” Twilight stopped briefly, shuddering as Pinkie found places that amplified the already strong pleasure she was receiving, “Ah! Proper experimental protocol.” Another pause as more potent waves of pleasure ran over Twilight’s body. “And for the sake of maintaining good p-values, we should make sure that we’ve sampled every other permutation as well…”

“I do like the way you think… And I assume Pinkie will too…”

At this point, Pinkie, who had diligently been doing her job, came to her senses “Wait… What am I doing? This isn’t a party… This is just s-s-sex!” Pinkie began. “Ewwwww. You guys are naughty. Why would you do that to each other. W-we pee from that hole! Ewwww… I have twilight’s pee-hole taste on me!” Pinkie squealed, her conversation quickly devolving. “Ahhh… I’m a naughty pony too! I’m going to be remembered forever as a dirty pony that licks other mares. I don’t wan—Oh sweet Celestia!” Fluttershy had made a move in the chaos of Pinkie’s rant. “F-fluttershy… I think I understand… I… that… You’re really, Ah! It’s really good… Is this how Twilight feels when I do it to her?”

“It would be if you wouldn’t keep stopping all the time.” Twilight said sardonically.

“Oh… Right…” Pinkie squeaked, sure that the combined feelings of licking Twilight and being licked would surely bring about some wonderful magical explosion. She, without contest, resumed licking Twilight, once again savoring the taste, albeit with her wits about her.

“T-that’s good, Pinkie… just keep doing that. Doesn’t it feel wonderful to have another mare with her snout buried between your legs?” Twilight asked, gathering a moan from Pinkie as an affirmative response.

Fluttershy drank in Pinkie’s taste, savoring it like a fine wine. It was so strong, Fluttershy could feel her intoxication at the heavy smell. Pinkie must have been in heat for her light smell to be so permeating. The poor pony probably had no idea what that time even meant, and as unburdened as she was by the laws of nature she probably felt no different as she turned the heads of every stallion within a quarter mile. It surprised Fluttershy that as strong as her musk was, she had no males requesting her companionship. Needless to say, in any capacity, Fluttershy was unable to resist continuing. She was starting to become excessively moist herself, the occasional bead of her copious female fluids dripping onto her floor and making quite the mess.

Pinkie was equally enthralled as she stood over Twilight. This whole experience was new, and Pinkie loved new things. The double-sided pleasure as she both savored Twilight’s taste and felt Fluttershy’s now-skilled tongue devouring her virginal flower threatened to send her over an unfamiliar cliff at any moment. Pinkie was apprehensive as she realized this looming peak was in fact impending, however she didn’t know she was to skate off a cliff of pleasure and into clouds of sheer abandon. As her climax neared, so did Twilight’s.

“Ah, Fluttershy, I think we’re both getting c-close!” Twilight grunted between sharp, ragged breaths. Twilight convulsed and squirmed on her back as Pinkie didn’t show any signs of letting up. Twilight, rather sensitive and very turned on by the near constant pleasure that Fluttershy had shown her, couldn’t help but scream at the top of her lungs, each cute squeak coinciding with a moan of equal intensity from Pinkie.

Pinkie shot up from licking Twilight and screamed at an ungodly volume “I can feel it coming!” Usually, hearing that from Pinkie would signal a problem that needed to be remedied, but given the situation, Twilight and Fluttershy thought it was merely a coincidental repetition of the words under different context. They were wrong.

“Ah… Here goes… the fourth wall.” Pinkie breathed out as Fluttershy and Twilight quickly scrambled away, knowing it was too late to censor their pink friend. “Ah… The humans… they are being really naughty…” Pinkie began. “This is… Ah! This is what they call a c-clop-fic.”

Twilight and Fluttershy, having not anticipated the revelation of their most intimate moments, bathed in temporary shock as they realized that their intimacies were now public knowledge.

“T-they m-made this up… It’s n-not part of the actual s-show… We’re not canonically screwing!” Pinkie continued, not sure if this made her feel better or not… “But the audience… seems to enjoy these kind of things… w-we should put a show on for them. And to think the author didn’t know how he was going to recover the chapter after this one…” Pinkie jumped up and ran over to Twilight and Fluttershy, pestering them to re-engage.

“I don’t know Pinkie…” Twilight started, “I don’t think I could… perform …under these circumstances.”

“Yeah, Pinkie…” Fluttershy mused, her canonical shyness enacted in full force. “T-these ponies saw a side of me that I thought only a special few ponies saw. I’m not sure that I’m ready to continue my studies… or any of this.”

“Oh, come on you silly ponies! Don’t you know what this means?” Pinkie asked, priming herself to answer exuberantly, “We get to do whatever we want with no consequences! Whatever we do here doesn’t have any effect on anything! It’s a closed loop!”

“I don’t get what you mean.” Twilight said, her brain hurting.

“Whatever we do here doesn’t change anything for real! It’s all just the perverted side-story that some college kid thought up in his spare time.” Pinkie started. “Even so, it’s not like the author is going to stop writing just because we found out! No, he’d come up with some reason to make us continue anyway, so just think of it as doing him a favor. Make his day a little bit easier and just do naughty things so he can write about them.”

“I suppose I could use the relief… But I don’t like the thought of creepy humans reading about my sex life.” Twilight considered.

“Would you rather read about this or…” Pinkie paused, polling other such stories her 4th-wall-breaking senses could find, “Oh sweet Celestia, would they really read something like that? Twilight just trust me, whatever you think about what you’re doing now, trust me it could be way worse. You want them to be reading this and not some of the other stuff out there…” Pinkie continued, genuinely appearing frightened over the discovery of the term ‘grimdark,’ and some of its more gory constituents.

“Yeah, Twilight… Think about it.” Fluttershy smiled as she started to reveal a new selling point, “You could show all of those humans that even though you’re the brainiest pony around, you still can set other ponies loins ablaze…” Fluttershy was emblazoned with charisma and resolve at this point, “And we can show them that even shy mares like me can still have fun. Come on, if we are being watched, we might as well give them a show.”

“Okay,” Twilight agreed, “But I’m not until I do this.” Twilight’s horn lit up and time magically reversed about 590 words.
“I can feel it coming” Pinkie said, feeling something bearing down on her that she hadn’t ever felt before. Her forelegs gave out entirely and brought her tongue down harder on Twilight while giving Fluttershy a slightly better angle with which to enjoy Pinkie’s marehood.
Twilight suddenly went stiff and squealed quietly, her eyes going wide. She then began convulsing and screaming in outlandish pleasure as she reached her peak for the umpteenth time today. Pinkie was close behind her, and reacted similarly, shaking all over as Fluttershy continued to lick at her. Pinkie’s hips gyrated against Fluttershy’s snout, giving her more pleasure even in the throes of her orgasm.
Pinkie felt such unbearable pleasure, thousands of times better than when she used her hooves. Fluttershy, who had gained marginal skill over the past few days, was bringing her pleasure greater than anything she had ever felt.
“Ohmygosh, ohmygosh, ohmygosh… Fluttershy, that was wonderful! Can we do it again? Can we, can we, can we?” Pinkie squealed, emphatically bouncing up and down. “This time can I taste your marehood and then it will feel so good and then that thing will happen again and it will feel good and please, please, please?”

“I suppose I could give you a more advanced lesson…” Fluttershy mused, secretly wanting to give said lesson independent of how excited Pinkie was. “You see, right now you know how to please a mare, and how to be pleased, but with two mares, there are much better ways to please one another.”

“Ooh! Better than that? What could possibly be better than that?” Pinkie asked.
“Twilight, are you ready for a test on our lesson?” Fluttershy asked seductively. Twilight nodded vigorously in affirmation “Good. Show Pinkie how to feel good. And Pinkie… you get to make me feel good like you made Twilight feel good.”

“Okay. I’m ready! Twilight, are you ready? Can we do this? How does it work? What do I do?” Pinkie asked, watching as Twilight rolled onto her back and wiggled her hindquarters at Pinkie.

“If we rub together down there, It feels really good. Pinkie, lay on top of me and rub my naughty parts with yours. ” Twilight said.

“Oh… Oh my… That sounds really naughty, Twilight. ” Pinkie squealed. “A-Are you ready?”

“Yes. Just get to it already!” Twilight ordered. “I’m still horny and you need to finish me off.”

“Oh, How naughty…” Pinkie mused, “I’m starting to like naughty ponies.” Pinkie lowered hindquarters down onto Twilight, eliciting a squeak from the purple pony in response. “I’m starting to like them a lot…” Pinkie slowly started to move her hips, her slow movements somehow seeming to have a trained, calm nature to them. Pleasure wrote itself across both Pinkie’s and Twilight’s faces as they both squealed. Fluttershy watched, delighted at the proficiency of her protégés, but her needs were becoming more apparent as well.

“Pinkie… I bet I taste better than Twilight…” Fluttershy offered, “want to try that out?” She turned around and lifted her tail to the side. Pinkie’s eyes lit up at the sight. Before Fluttershy knew it she was bathed by the warm, fervent licking of Pinkie’s tongue. Pinkie was surprised by how much of Fluttershy’s juices she had to deal with, the wetness of her friend greatly exceeding her expectations. However, Pinkie did in fact enjoy the taste of her pastel colored friend, much more than she had the taste of Twilight’s marehood. Fluttershy had a strange undertone to hers. Something inviting yet entirely taboo at the same time. Pinkie didn’t understand the allure, but said understanding was not paramount to her enjoyment.

Twilight squealed as she gyrated against Pinkie, her forehooves reaching up to caress Pinkie’s neck. Pinkie diligently rubbed herself against Twilight as well, all the while licking Fluttershy as if it were some co-requisite of her engagement with Twilight. Pinkie turned out to be quite diligent lover, and Twilight was finding it hard to resolve herself as she felt Pinkie’s erratic grinding and took in the sight of Fluttershy’s overwhelming pleasure.

The three ponies felt themselves ascending the familiar peak of an orgasm. Twilight, who had turned out to be the most vocal of the group squealed Pinkie’s name out over and over again. Fluttershy and Pinkie were both almost silent, occasionally moaning and persistently breathing heavily.

“Pinkie! Make me come!” Twilight screamed out, feeling her orgasm very close. Pinkie was equally close, and decided to spice things up. She took a break from licking Fluttershy, much to Shy’s chagrin, but as she craned her head around to see what had happened, she saw a scene that made her almost come on sight. Pinkie lowered the rest of her body down onto Twilight, stared into her eyes, and gave the most seductive look she could manage.

“Kiss me, Twilight” Pinkie instructed. They locked lips and screamed into eachother’s mouths in rapture. They both shared their climax as Fluttershy watched with longing. She was determined to have her finish too, but the bubbly scene before her was doing well to maintain her arousal. “Now for you!” Pinkie said, having gathered a burst of energy from her climax. She went back to her previous task, placing her hooves on either side of Fluttershy’s plot. Her mouth found its wet and swollen target easily and elicited a surprised moan from Fluttershy.

“Ah! Pinkie! N-Not so fast! I want to… to… Ah! T-too late.” Fluttershy felt herself approach her climax and knew there was no holding back any more. She was deceptively closer than she thought and the few seconds of Pinkie’s diligent effort. “Oh… Oh My… Ahhhhh!” Fluttershy screamed, thrusting against Pinkie’s mouth as spurt after spurt of her fluids marked Pinkie’s face.

“Ahaha… Pinkie Pie demonstrates her skill at eating things!” Pinkie claimed triumphiantly, “Maybe I got the wrong cutie mark… maybe it should have been a mouth since I’m so good at eating sweets… and ponies.”
Twilight and Fluttershy didn’t bother to mention how creepy that sounded, simply laughing at how their friend was acting. Twilight smiled and looked over at Fluttershy, “I don’t know about you… but I think we need a Pie eating contest to determine just who takes home the prize of best at eating.”
“Ehehe… That sounds gr-”
*WHAM*

“What was that?” asked a surprised Twilight, watching as Fluttershy didn’t even flinch. Usually such a surprising sound would have left the yellow pegasus clinging to the rafters, but this one she anticipated.

“I’ve got mail.” Fluttershy responded dryly, watching as a gray mare flew off, if one could call it that, in the general direction of the rest of Ponyville. Fluttershy wasn’t expecting any mail, but suddenly her overarching goal for the week hit her “Oh, this might be from the princess. I should go check.” And she did. And it was. The carefully sealed scroll unfurled itself as Fluttershy walked back inside.

Dear Fluttershy,

I hate to bother you in what must be a rather engaging and enjoyable moment, but I wanted to check in on your studies. I hope that you have kept busy, and I’ve no doubts that you are rather well versed in several sub-sectors of your study. However, if you would be so kind as to give me a written update, and tell me just what you have learned from each of your partners, I would greatly appreciate it.

With Greatest Regards

Princess Celestia

P.S.: I know about Luna, she’s not very secretive.

“Whoa! She even used the good paper!” Twilight squeaked, having read the scroll over her shoulder.
“Oh my… Twilight, could you take a letter for me?”
“Sure thing, especially if it’s for the Princess.”
“Okay… Here goes:” Fluttershy began, pausing for a moment
“Dear Princess Celestia,
I have learned quite a lot these past few days, and I can’t believe the fun I’ve had with some of my best friends. Here are a few of the things I learned in the process:
From you I learned how a wonderful relationship depends not on whether or not your partner shares a lot in common with you, but on whether or not your partner is willing to share themselves with you.
From Rainbow Dash I learned that sometimes pushing the envelope is good, and one should never question just how some of the greatest relationships can come from those who you are closest too.
From your sister, Princess Luna, I learned that… Well, I didn’t learn much about intimacy from that one, but she certainly seems to have a lot to teach me still… She wants me to learn from her too, if that’s okay.
From Twilight Sparkle I learned that some ponies are very quick learners… and very quick learners are very good in bed. You might consider taking her on as another student in my field…
From Pinkie Pie (and Twilight again) I learned that you can never have too many friends. Never.
I look forward to more lessons, and to seeing you and your sister soon.
Your faithful student,
Fluttershy.”
“Really, you had to use the your faithful student line?” Twilight asked, slightly peeved despite having been called good in bed. “And you’ve been with Luna, and Dash? Who’s next, the mailmare?”
“Her name’s Derpy, and no. Next I was going to…” Fluttershy started, pausing before revealing any more of her plan, “Nevermind that.”
“Well… Why didn’t I get chosen? I was already her faithful student!”
“I have my theories on that one… But none of those theories have anything to do with the Princess not liking you. Think about it, you haven’t asked her to be your special somepony yet, it just makes sense that if she has feelings for you similar to yours then she would be a little apprehensive at the concept of taking your already nice relationship any further.” Pinkie said, exercising a moment of pure, unbridled logic.
“Well I guess that makes sense…” Twilight mused, bubbly at the concept of the Princess having a major crush on her.
“So will you send this off, or do I have to change the line to ‘Your sexy little protégé’, Because I will.”
“Oh you little…” Twilight held herself back. “You were never this obstinate before.”
“That’s because I didn’t know how cute you got when you were angry.” Fluttershy teased, “Now send it already, because I think Pinkie over there is still ready for that pie eating contest we promised her.”

Twilight did as she was told, and then the two of them spent the rest of the evening defending their sexual honor, leaving a satisfied Pinkie Pie and two not-so satisfied mares, still uncertain of who the victor was, but both feeling rewarded.
“I’m thinking I’ll make an unannounced visit to Canterlot tonight…” Twilight mused, laying on the floor next to Fluttershy. “I don’t suppose I could persuade you to join me.”
“No, I’ve got a lot more to learn before I could come back to Celestia or Luna.” Fluttershy answered, thinking of who she had to learn from next.

Chapter 5: Apples to Apples

“Well, howdy Fluttershy,” Applejack yelled to greet her friend, “Not often that I see y’all ‘round these parts. What brings ya to Sweet Apple Acres? Y’all outta apples ‘gain? I keep tellin’ y’all that I can just bring ya some apples over.”

“Well, um, actually I was hoping to talk to you about some things.” Fluttershy said in her quietest voice. “I’ve got a lot on my mind lately.”

“I feel that. Ya picked a great time to come around. I was just finishin’ up my work for the day.” Applejack sympathized. “What did ya want to talk about?”

“Do you think we could talk…” Fluttershy whispered, “somewhere more private?”

“Ah, is this one of them talks about yer newest crush?” Applejack teased

“N-no. And that was only once!” Fluttershy squeaked, “Can we just go into the barn?”

“I reckon that’d be fine. But I don’t want to listen to you beat around the bush for an hour, y’all better be straightforward.” Applejack said, leading Fluttershy to the empty barn. They walked inside, Applejack kicking the door closed behind her. Applejack laid down on the cool hay, lounging on her side.

“O-okay.” Fluttershy said, assuming a similar, albeit less relaxed position.

“What’s on yer mind?” Applejack asked casually, smiling at the yellow pony next to her.

“When I went to Canterlot, Princess Celestia told me to learn how to have sex and she wants me to learn from you guys and I figured you would be the perfect pony to talk to about it since you’re all mature and stuff and know these things, right?” Fluttershy said in one breath. “Was that straightforward enough?”

A long pause ensued as Applejack contemplated what Fluttershy said, blinking in shock the entire time.

“I, um… I don’t know how to respond to that one.” Applejack said, “First, why does the Princess want you to study lovemakin’? Second, why do y’all think I’m goin’ to know e’rything about makin’ love?”

“Um… Well… You just seem so confident… and um… yeah…” Fluttershy started, “And I’m still not sure about the Princess… ”

“Well, I guess I am pretty confident sometimes, although ya could say it’s like my Achilles’ heel. Sometimes ya don’t have to be sure of what yer doin’ to make the most of it.” Applejack stated, wisdom seeming to fill the space around the two ponies as she spoke, “Like I’ve never had sex, but I bet I could give just about any stallion the best night of their life. After we got married that is, Celestia don’t want no foals outta wedlock, now.”

“I don’t think I’ll have that problem.” Fluttershy said, blushing slightly, “About foals”

“Ya don’t mean to say yer one of them perverted les-bee-whatevers do ya?” Applejack asked, incredulous. “Don’tcha know Celestia sends them to the moon? It’s just not right, doin’ the big nasty with another mare, ya can’t even make a foal.”

“Um, Applejack, I think you fail to see the inherent contradiction here.” Fluttershy said. “Celestia and I um… well… we um…”

“C’mon, out with it.”

“Celestia bucked me! And it was her idea, and she liked it.” Fluttershy started “I don’t think she would be sending like-minded ponies to the moon.”

“Well, um… That’s a very valid point ya got there. But I’ve been raised to think that y’all were just dirty mares that I’m supposed to avoid. I guess I’ve got a little adjustin’ to do. I’m kinda glad though, I always thought mares were mighty pretty, and the only stallions I’ve dated were jerks.”

“Um… Would you like me to help with that… adjusting?” Fluttershy asked, giving her best seductive smile.

“Well, um… I don’t quite see how you could help…”

“Oh my, you really didn’t catch my point, did you?” Fluttershy said, blushing a little and turning around. “Let me rephrase.” She continued, lifting her tail and wiggling her flank, “Would you like me to …help… with that …adjustment?”

“Well I’ll be, if my good friend Fluttershy isn’t tryin’ to seduce me, I don’t know what’s goin’ on.” Applejack mused, blushing slightly herself. “Well, if the Princess has asked you to learn, I don’t see any issue with ya usin’ your newfound talents on me. It is in the name of yer education, ain’t it?”

“Um… yeah.” Fluttershy said, smiling coquettishly.

“I just bet you’ve got a lot to learn from me. I could show ya all the amazin’ things I can do with rope, or I could teach ya somethin’ about earth pony stamina, or I reckon that I could just let ya show me what all ya know.”

“All of those sound nice, Applejack… but I was kind of hoping you could give me some help with a couple problems.” Fluttershy admitted, “You see… I’m split here. Celestia basically proclaimed her love for me, Princess Luna wants me to take lessons from her too, and then I’ve got this thing with Rainbow Dash, and I just well, um… I don’t know what I really want help with there, but I need a mare that will just take it slow with me and won’t expect a relationship out of it and I don’t know why I’m asking you, not that you aren’t a nice mare, but I feel like it’s kind of mean, and I don’t want to hurt you so you can just say no if yo–”

“Honey, I can take care of ya. I’ve been a little pent-up myself lately. I’d be glad to go for a roll in the hay with ya, ‘specially if yer some kind of royal-class lover now.”

“I wouldn’t go that far… But if you would be willing to um… help me relieve some of this stress…”

“Absolutely, ‘Shy.” Applejack said, “I’d hate to see a friend like you strugglin’ with somethin’ like this. But I’ve got to ask, why’d ya come to me? Did ya not have any luck with anypony else?”

“You could say that. I can’t go to Dash because I feel guilty about Celestia and Luna, and Twilight and Pinkie are, well um, they didn’t help me calm down much…”

“How many ponies ya done it with already?”

“Just Princess Celestia, and Dash, and Princess Luna, and Twilight, and Pinkie…” Fluttershy said, “Oh my, I’ve been with a lot of ponies…”

“Well, the Princess does want y’all to study this kind of stuff, right. It just seems natural then, I’d suppose. Although I would consider it a rather advantageous proposition; ya get to buck other ponies with no consequences, and whenever ya need a reason, ya just say the princess asked ya to.”

“It’s kind of nice… But I always expected to be able to just settle down with some nice stallion and we could snuggle and stuff. But now I’ve been doing all kinds of naughty stuff with a lot of mares, and I don’t know if I’m in love with any of them, or if I’m just enjoying the sex and… I’m sorry.” Fluttershy rambled, beginning to tear up. “I didn’t mean to trouble you with this…”

“Aw, it’s okay, sugarcube. If y’all need a shoulder to cry on, you can sure as heck use mine.” Applejack offered, nuzzling Fluttershy’s cheek.

“I don’t want to be a burden,” Fluttershy sobbed, “I just don’t know what to do. I’m sorry.”

“Sugarcube, you’ve got yourself all wound up over nothin’.” Applejack said, “Seems to me you’re just lookin’ at it wrong. You’ve got lots of nice friends ‘round ya that are willin’ to do anything to see ya happy. I don’t think ya have to make any serious life decisions about who you’re goin’ to spend the rest of yer life with. Nopony asked ya to do that.”

“I-I guess so…” Fluttershy said, wrapping a foreleg around Applejack’s neck, bringing herself in to nuzzle against Applejack’s mane.

“To me, yer a pretty mare in a really good position. I’d say ya just need to realize it. Nobody’s goin’ to ask ya to marry them right now, and I think worryin’ about who yer’ goin to settle down with may be of particular difficulty for ya since yer the element of kindness and whatnot.” Applejack responded, rubbing along Fluttershy’s side with a hoof.

“You always seem to know what to say, Applejack.” Fluttershy said, smiling into the orange pony’s fur as the tears slowed. “I’m so glad that I’ve got such good friends.”

“Well, sugarcube, we’re all lucky to have a sweet pony like you as a friend too. I don’t know what I’d do if ya weren’t always there with a smile to cheer me up.” Applejack said, “But you’re expecting too much of yourself to be able to make every pony that confesses their love to you happy. As pretty as y’all are, I bet there are loads of stallions and mares that would go head over heels to get with you. I’m certainly not opposed to the thought of spendin’ some quality time with ya, if ya catch my drift.”

“Oh, Applejack… You’re not insinuating that we should do naughty things, are you?”

“I might be inclined to see just what is so great about sexin’ up a pretty mare like you.”

“But I thought you held us moon-bound perverts in contempt?”

“I’ve been educated on the error of my ways, Shy’. Consider this my reconciliation.”

“Well… In that case, how noble of you.” Fluttershy snickered, nudging her friend down onto the hay. “Your diplomatic efforts will have to be rewarded.”

“I suppose they will, and I think you can have the honors, if you so desire.” Applejack replied, playing into the well-masked verbal foreplay. She accepted Fluttershy’s cues to lay down and was pounced upon by the usually timid yellow pegasus above her.

“I thought ya told me you wanted to take things slow, sugarcube.”

“I didn’t intend on having a four hour conversation about eachother’s flanks first. I kind of got too horny for the going slow part too.” Fluttershy said, with more confidence than usually became her. “I’m all for foreplay and whatnot, but I already know I’m good looking, you already know you’re good looking, we don’t need to establish that commonality before we ravish each other, nor do we need to spend hours determining which one of us can tongue wrestle better. Now with that out of the way, can we get to the part where you put your hooves all over me and remind me of how naughty I am?”

“Well shoot, that there was rather well-phrased. I can agree with that sentiment, however. Y’all sure are a naughty pony.” Applejack said, her front hooves stroking across Fluttershy, who was sprawled out on top of Applejack, their heads mere inches away. Fluttershy reached in and nuzzled Applejack’s neck with her cheek.

“You know something that naughty ponies like to do to other naughty ponies?” Fluttershy asked, moving so her breath was direct on the fur of Applejack’s neck, “This.” She finished, leaning in a little bit more, letting her body rest on Applejack’s as she nibbled gently at her neck.
“Ah! I’m sensitive there, ‘Shy! Stop that.” Applejack squeaked out in an uncharacteristically feminine voice, “O-on second thought… Never mind. I can be a naughty pony for tonight.”
Applejack had a trick or two up her sleeves, though. Seeing as Applejack was always well-versed in what she did, and her talents were far-reaching and unparalleled in their breadth, she had gathered quite the skill at giving massages. It was a skill she had reserved in use when amongst her friends, but it had its uses in other situations. Nothing could calm a raging bull quicker than a hit to just the right pressure point, nothing could soothe muscles at the end of the day than a gentle massage. Applejack, for reasons she would never disclose, had also taught herself many techniques for use on pegasus wings. It was definitely not because she had been hoping to get at a certain cyan pegasus’s wings for a while. Applejack could have never done that, she wasn’t a perverted les-bee-whatever, that would be unheard of. Nonetheless, her skills came in handy against Fluttershy’s wings.
“H-how did you learn t-to… Ah! …To do that?” Fluttershy asked, her wings filling out, muscles stretching as they tested the limits of their extension. “E-Even Dash wasn’t that good. W-why are you so good at this.”
“I have my reasons, sugarcube. Just don’t you worry about it.” Applejack said, pressing in all the right places and giving the yellow pegasus’s wings a working over.
“Ah! Well… whatever you learned to do this for… I hope you’ve used this skill to your advantage.”
“Trust me, sugarcube, after tonight I have half a mind to.”
Fluttershy smiled, having a vague idea of where her skills might be put to good use. “I’m sure she will appreciate it as much as I do.” Fluttershy said, grinning. Applejack’s expression froze in a tense forced smile.
“I couldn’t possibly know what you are talkin’ about.” Applejack said. “I wasn’t planning on using this technique on Da– oh horseapples.”
“Hehe… Caught.” Fluttershy mused, “Don’t worry, I won’t tell anypony, as long as you make sure to pay the price for my silence.”
“And what, exactly, would that price be?”
“You’ll find out.” Fluttershy said breathily into Applejack’s neck, the almost sinister tone of her voice sending shivers down the autumn-colored mare above her.
“I-I think I might have an idea…” Applejack squirmed, thinking about what innocent little Fluttershy could have planned for her.
“Well good then… Because I want to make sure you’re ready.” Fluttershy said, nibbling softly on Applejack’s neck. “My silence isn’t cheap.”
“It’s a good thing that I’m just rollin’ in the kind of currency you desire” Applejack said flirtatiously, holding back a moan as the pony below her was making her weak.
“And what currency would that be, may I ask” Fluttershy inquired.
“I think it’s my turn to say ‘You’ll find out,’ Sugarcube.” Applejack said, lowing her body to press against Fluttershy’s, leaning in for a kiss.
“Oh my… Please don’t keep me waiting… if you don’t mind.”
“No intention to, Sugarcube.” Applejack said as she rubbed a warm, furred hindleg between Fluttershy’s, the delicious contact of Applejack’s toned muscles against Fluttershy’s thigh quickly forgotten as the final destination was much more appreciable.
“Ah… For not being a ‘perverted les-bee-whatever’ you sure are a ‘perverted les-bee-whatever,’ AJ. ” Fluttershy giggled.
“Shut up! I’m just helping out a friend. I’m not one of those!” Applejack said, rubbing her leg fervently against her target.
“I’m sure. Dash will be so devastated.” Fluttershy teased, knowing that Applejack just needed time to accept herself, just like she had accepted Fluttershy.
“That’s not… But I’m… Shut up! Maybe I like mares! I don’t even know! Just let me not think about that part for now. What I’m doin’ feels so right and I just want to keep goin’.”
“I could allow that, I suppose… ” Fluttershy giggled. “Please keep going.”
Applejack did just that. For a few minutes, Applejack silently explored Fluttershy’s delicate body with her hooves, her mouth, her soul. Applejack found herself intoxicated by the earthen scent of her coat, enthralled by the feeling of her silky fur, consumed by the little noises that Fluttershy made. Was this what it was like to be with another mare? She had always expected it to be dirty, to feel wrong; never had she expected that it could be so emotionally charged, so gentle yet so strong, so right in every way.
Fluttershy saw this contemplation play across Applejack’s face as her hooves gravitated towards one especially warm spot. Sooner than either of them expected, Fluttershy felt warm, confused breaths on her marehood.
“Applejack, are you sure you want to do this?”
“Don’t ya dare doubt me! I know what I’m doin’!” Applejack snapped, realizing too late that Fluttershy was only trying to be courteous. “I’m sorry Sugarcube, I just don’t want anything to ruin what I’m feelin’ right now.”
“Well, to be honest, it doesn’t look like you’re feeling as much as you could be… Why don’t you turn around and let me see what’s under your tail.” Fluttershy said bluntly.
“Fluttershy! What’s gotten into you!”
“What? I can’t talk dirty? Let’s be honest here, I’ve had a lot more sex than you have. I’ve earned that right. Now stop being all flustered and let me return the favor!”
“Well, that’s mighty fine logic, I guess.” Applejack said, planting her hind legs on either side of Fluttershy’s head. The pastel pony pushed at the joints of her legs, signaling that she should lower herself so she was easier to reach. She obliged and was almost instantly rewarded, and in equal time thereafter reminded that she herself had a duty in reciprocity. Her tongue worked just as feverishly as Fluttershy’s, although her inexperience betrayed her. She was trying as hard as possible to match the actions of her lover, but her marehood was not prepared for introspection, and even further her mind could make no sense out of what she was feeling. It was incredible, but not at all tangible or describable.
Fluttershy could feel the struggling mare above her, enjoying her ministrations despite the fact that they were uncoordinated and somewhat frenzied. “Applejack, you don’t have to be perfect. You’re making me feel so good, just stop worrying about it!”
“H-How’d you know?” Applejack asked, taking this short reprieve as a chance to catch her breath.
“You’re not screaming my name right now… which means either I’m not doing my job, or you’re overthinking this.” Fluttershy explained, “Let me make you feel good. If you’re still up to the task of returning the favor then, I’ll guide you.”
“Okay,” Applejack conceded, giving Fluttershy’s marehood a delicate goodbye kiss, which elicited a giggle from the other mare.
"I'm sure Twilight would accuse me of being scientfically inaccurate here," Fluttershy mused, "but I've found that, in this specific situation, learning by ...osmosis... works best, if you know what I mean."
"I think if you threw a line like that at Twilight, she'd be makin' a mess by now."
"You don't know the half of it." Fluttershy giggled, reminiscing briefly.
"You must have one heck of a technique if ya even made Twi-" Applejack started, "Oh my, I'd reckon I done underestimated you, Shy."
Fluttershy was not armed to respond vocally, but her small moan of affirmation was understood by the orange farm pony; Fluttershy's ministrations speaking to her in more melifluous prose than her normally reserved demeanor allowed. It would seem, judging by the blood-boiling attention that a certain yellow pegasus was giving to her orange confidant, that Fluttershy and Applejack had switched places. This was something that both ponies could appreciate.
For all Applejack cared, Fluttershy could tie her up and rut her till Zap Apple season was over. For all Fluttershy cared, that might just happen. She was now taking to heart the lesson she had previously doled out to her stetson-wearing friend; with every pony before her, she had been focused on something, be it the act, the pony, or her task, but with Applejack, she could just let loose and roll around in the hay. Literally and figuratively.
"S-Shy... I hate to disappoint, but it would appear that I'm a rather sensitive pony." Applejack said, "I might be faster than Rainbow Dash... Ah, forget it... enough with tryin' to be amusin'. Shy, I'm gonna come!"
Fluttershy responded by quickening her pace, and prodding a hooftip at a very specific point on Applejack's more delicate anatomy. The orange pony below her shook violently, making not a sound as her first orgasm by the hooves of another pony took her, and her consciousness, by surprise. Tremoring lightly and now out cold, Applejack had a look of pure rapture on her face. Fluttershy's expression was not as blissful, in fact as the empathic dopamine rush from Applejack's recent orgasm ran its course, the yellow pony's visage began to look downright murderous.
"You do NOT get to pass out." Fluttershy said, biting Applejack's mane and tugging harshly. Applejack's eyes fluttered open, and her pupils shrank in fear as she noticed Fluttershy. "While you were busy taking a trip in the clouds, I'm still agonizingly turned on. You're going to be a good little filly and show me exactly what earth pony stamina means."
Disturbed by Fluttershy's sudden aggression, she scooted backward, only to feel Fluttershy firmly plant a hoof on her chest, holding her in place. Fluttershy quickly turned around and lowered her nethers down to within Applejack's reach. The orange pony, terrified now of the consequences of failing to return the favor, started diligently mimicking what Fluttershy had done to her. Her fear quickly melted as Fluttershy started loudly moaning into the empty air of the barn.
"Yes! Just like that Applejack!" Fluttershy exclaimed, "Lick me like an obedient little filly!"
Applejack whimpered at Fluttershy's arguably sexy derisiveness. She was finding herself more and more turned on as the seconds passed, being forced to pleasure her normally shy and unassuming friend was exhilirating. She knew that the pegasus on top of her harbored no ill intent, but she couldn't stop thinking about obeying, submitting to the whim of her new mistress. A shred of Applejack's conservative mind remained, reminding her how horribly perverted she was, but that only made the itch growing between her legs even stronger. She lifted Fluttershy off of her for just a moment.
"Please, Fluttershy! Lick me too! I know I've been a naughty pony, but I promise I won't mess up again."
"Oh my... I didn't mean to scare you. I was just ...pent up. I guess I could retu-"
"Shut up and dominate me already! Can't you tell it's makin' me wetter than a pegasus in a rainstorm?"
"Oh my... Well I guess I could..." Fluttershy started, her grin growing maniacal once more "Compensate you for your..." she pressed her flank harder against Applejack, "continued obedience."
"Yesssssssssss..." Applejack hissed, her voice muffled a little bit as she once again buried her face in fluffy yellow flank. Fluttershy reached down, firmly grasping Applejack's tail in her mouth and giving a healthy tug. Applejack screamed into Fluttershy's marehood and shook violently as a surge of dull pain shifted into a stab of sharp pleasure. Fluttershy shifted her attention, nibbling gently on her inner thighs. Fluttershy was carefully working up to what she was sure would be pure euphoria for the submissive mare below her.
Fluttershy felt herself nearing a peak as well, and planned her next moves carefully. Sensing that Applejack was still rather sensitive she knew it would be best to leave direct stimulation for a last-second move. As such she gently kissed at her moist marehood, gently easing her into a state of unending, agonizing anticipation as they both waited for the fruits of eachother's labor.
"Applejack, I'm getting close!" Fluttershy said, her tone shifting to a more sultry one, "Make me come, and I might think about rewarding you..." At this Applejack started shaking with anticipation, and licked at Fluttershy so desparately she thought her cutie mark might change. Spurred on even further by the thought of having such an integral part of her identity represent, no belong, to her mistress, she was performing a slew of tongue acrobatics the likes of which would seldom be surpassed.
Fluttershy screamed in pure passion before diving her tongue in between the folds of Applejack's marehood. The orange pony was not prepared for another orgasm, and as she came, all of her senses were assaulted by the sight, sound, and taste of the pony on top of her, systematically destroying any still-functioning synapses in her lust-fried brain.
Shortly before the two of them embraced sleep, Fluttershy said something that was sure to make Applejack's slumber rather troubled; "Don't think I'm done yet. Sleep may win right now, but I've still got plans for you. And I think I see a pile of rope with your name on it."
They spent the rest of the day interrupting eachother's consciousness with bouts of increasingly kinky play. Applejack learned several new uses for rope, and a newfound appreciation for some of the more enlongated produce that the farm held, but most of all, she discovered a side of her that was entirely new. Maybe she could work up the courage to exercise it on a certain cyan pony.

Author's Note

I'm sorry this took so long, and I wish I could give a good reason for it. There are a couple: One, college got stupidly difficult. Two, I got a relatively demanding job. Three, I finally have some semblance of a social life.
Anyway, the majority of this was written a couple days after the last chapter, but then I lost my mojo, and the above circumstances came into play. I pecked away at this little-by-little (emphasis on little) so I kind of switched up where the story was headed a couple times, and decided publication was more important than retconing the tone. Anyway, hope you like.

Anyway... All that being said, I can definitely tell a trend of evolution in my writing style. I hope it makes my stories better, like I try to tell myself it does, and not more awkward, like I usually am convinced that it does. At this point I will all but whore myself out for constructive criticism, because I don't even [noun] [adverb of frequency].

Merry Hearths Warming, Christmas, Hanukkah, Kwanzaa, or other festive celebration. Hope you like!

Chapter 6a: Mistakes Made

Fluttershy woke up the next morning, covered in an unhealthy amount of hay, and surprised to see that a significant amount of the morning had already passed. She glanced around and happened to notice an imposing red stallion moving some equipment around.

"Mornin' sunshine. Applejack told me ya konk'd out last night after y'all had a little fun." Big Macintosh greeted, chuckling a little.

"Awawa... What did she tell you?" Fluttershy asked, scared that the stallion in front of her might know what they did, or even worse he might start getting his own ideas.

"She told me that'cha certainly can hold yer liquor, it's nothing’ to be ashamed of. I'm a little disappointed that y'all really drank that fancy Manehattan stuff, though; could'a just drank some of the Apple family's best." Big Mac responded. Fluttershy relaxed at the obvious lie she was told, thinking up a cover story.

"Ah, yes... Applejack asked me to bring some over, said she was sick of what she had been drinkin' for years and figured my tastes might be more exotic... I planned on staying sober, but your sister has quite the silver tongue..." Fluttershy giggled, marveling at the layer-cake of double entendre she served up.

"Y'all should'a invited me along. I make for quite the company, drink or not." he blushed, possibly betraying that he wouldn't mind getting to know a certain yellow pegasus.

"That's quite the proposition. Next time I engage in any ...indiscretions... around the farm, I'll make sure to invite you." she announced, thinking to herself that there were certain parts of him that might be doubly invited. She wasn't entirely sure she was ready to handle a stallion, especially one who, according to legend, had quite the farm implement.

"I'd appreciate that more than you know." Big Mac affirmed, not catching her train of thought, but managing to be riding the same rails nonetheless.

"I'm sure you will...,” she whispered to herself, grinning scandalously. “Well, let's call it a date then," she teased, "I'll see you around, Big Mac!" Her voice was covered in honey, but tinged with something even sweeter. She sauntered away, her hips swinging more than necessary, and her tail making sure to leave only the bare minimum up to the imagination.

Big Mac squeezed out an " Eyyup" sheepishly, working in antithesis to Fluttershy's motions; trying to keep what lay between his legs concealed.

Fluttershy didn't manage to catch a glance, but she could tell by his stance that she had managed to cause him the most wonderful kind of discomfort. "I'll be sure to fix that for you later..." she said to herself, imagining how she would be consuming Big Mac’s entire mind for many hours, possibly days. She had a ~~marshmallow~~ seamstress to visit, and the morning was already escaping her. Imbued with confidence, she was certain that her already close relationship with her spa buddy would give her plenty of footing to break her shell.

Her trot over to Carousel Boutique was less then eventful. Despite the fact that it went through almost the entirety of Ponyville, her senses were dulled as she concentrated on what it would be like to be with one of Ponyville's most well respected ponies. As she reached the rather distinct building, she was not surprised to see three fillies playing nearby, industriously performing some dangerous task, all the while staring to see if their flanks had become decorated with some indication of their life's purpose.

She rapped quietly on the door to the boutique, not surprised to see that the fashionista inside was taking her time to get to the door. As the door opened, she saw the look on the pony inside fluctuate between several different phases. Fluttershy started to identify the necessary questions to answer.

"No, you didn't miss a spa date. Sweetie Belle is fine. I don't need a dress. I just came to visit."

"Oh, well in that case, do come in!" the marshmallow spoke, her emotions resolving into a pleasant smile, indicative of both the worries Fluttershy alleviated and of the procrastination that Fluttershy was enabling. "I've longed for somepony to come and take my mind off of this horrendous dress that I've been working on. I haven't slept in the last... What day is it, again? Ah, never mind. Doesn't matter. You're here, and what kind of friend would I be if I didn't entertain guests!"

"Oh my, I didn't mean to intrude. If you'd prefer to catch a nap, I could go find something else to do." Fluttershy said.

"Nonsense! I'd rather spend time with you than sleep any day! What did you want to talk about. I'd love to hear the dirt from your recent trip to Canterlot."

"Well, ironically, that very trip preempted my visit. The princess gave me a rather interesting task that I would love to ask you for help with."

"Oh, do tell! I'm sure anything the princess must have asked you to do must be very interesting. I'd love to help!"

"Well, the princess gave me a very unique task, indeed. I'd like it very much if you wouldn't mind helping me out..."

"Well, out with it! What did the princess ask you, Fluttershy?" Rarity interrupted, her patience clearly tested.

"Don't freak out when I tell you, it's kind of strange." Fluttershy said, watching as Rarity nodded emphatically, "She asked me to learn about... um."

Rarity watched as Fluttershy seemed to retreat into some invisible turtle shell "Come on, if you can tell anyone, you can tell me!"

"Sex!" Fluttershy finished, clearly relieved to have been able to say that. Rarity blinked for a good minute, trying as hard as she could to put meaning behind those three letters.

"Fluttershy! What are you talking about? There is no way the princess would have such an innocent mare like you researching such an adult topic. Why I'm flabbergasted that she didn't pick someone more, well, up to the task. Like me."

"I'll try not to take that as an insult, I guess." Fluttershy frowned, understanding the unspoken undertone of Rarity's comment.

"Oh, dear, I didn't mean to insinuate that you weren't mature enough to handle the task, I just couldn't imagine you doing anything less than fainting at the thought of reproducing."

"Rarity, I've had animals for years, I've probably seen more than you would think."

"That may be true, but I'm sure that there are plenty of things that you wouldn't have the heart to learn."

"I'd beg to differ. If my previous encounters leave any kind of indication, then I'm, well, rather prepared."

"Previous encounters? Now I presume that you intend to tell me that the princess herself gave you a..." Rarity snickered "...hands on lesson?"

"Yeah, that was a start. Then there was Rainbow Dash, and Princess Luna kind of showed up, and then I talked to Twilight and she taught me a few things, then Pinkie joined us, then I asked Applejack for help, and then Big Macintosh and I almost had a thing this morning, and well... I figured it would be rude to leave you out." Fluttershy said, trying to preempt Rarity's next counterpoint.

"You mean to tell me that you've had relations with six ponies, and you just now come to me? I'm not sure whether I should be more upset with your morality or your priorities. Fluttershy, you can't just go around bucking whomever you chose! It's so depraved, so base; who's to say what horrible things you'll do now that sex is merely a common occurrence."

"I didn't really plan it that way, it just kind of happened..." Fluttershy whispered, the first signs of tears appearing at Rarity's onslaught of insult.

"I mean really. I could have shown you a wonderful night, and that would have been everything you would have needed to learn. You could have written a letter to the princess, and that would have been the end of it. Now you've stolen those ponies' innocence as well, and destroyed your virtue in the process! You should be ashamed." Rarity continued, a small amount of jealousy seeping into her voice.

"I-I'm s-so-sorry!" Fluttershy squeaked, tears now flowing freely. Rarity seemed not to notice, as her already prudish rant grew even more so.

"I'm not sure that I feel comfortable around you! I couldn't bear to let my sweet little sister be around such a pervert! What if you decided it was okay to corrupt her too? Fluttershy, I'm simply awestruck that you would do these things with such reckless abandon! To think that you have so quickly descended to the level of a common slut! What a shame!"

"I-I... I- just. B-bye." Fluttershy got up, tears forming trails of matted fur down her face as she ran out the door and back to her cottage. Rarity made a soft "hhmph" of approval, still entirely oblivious to the fact that she had just decimated the spirits of her dearest friend.

"Well, I guess I'll just go back to that dress again."

Author's Note

I hate Rarity. So I made her an enormous prick. Chapter 6b will offer a somewhat happy ending. This marks first non-clop chapter, but an important part of my friendship-more-important-than-creed philosophy. I hope you can learn to hate Rarity too, at least for a couple thousand words.

Chapter 6b: Fluttershy Eats a Marshmallow

Applejack and Rainbow Dash were enjoying the afternoon together, something that they rarely got the chance to do. It may have just been a fabrication of Applejack's making that allowed them the time together, part of a well-thought-out many-step plan to winning the cyan pegasus's heart.

Applejack didn't plan to hide her intentions, and Rainbow Dash was less than surprised when Applejack revealed her feelings. Rainbow did, however wonder what gave the orange apple farmer the courage to finally come forward. Dash's dilemma, however, came in the fact that she had already confessed her love to Fluttershy.

"Dash, I'm tellin' ya. If you aren't a hundred percent devoted to 'Shy, then ya should let 'er go. She's got more suitors than a Manehattan-born showmare, and she don't need the confusion. I'd feel bad about stealin ya from 'er but she done told me herself that she's confused as hay with all the ponies vying for her affection." Applejack explained.

"I guess that makes sense. I mean, I love her and all, but more as a really close friend than anything. I'm not saying that I didn't mean what I said to her at all. If I could spend the rest of my life with her, I would do it in a heartbeat." Dash explained, trying to extricate herself from between a rock and a hard place, "Not that I wouldn't be just as excited to spend forever with you, AJ. I feel for all of you guys, and I just don't want to dole out promises that I can't keep."

"I think Flutters feels the same way, Dash. Why don't we go on and talk to her and see what she has to say."

"I think that's probably a good idea." Dash agreed. They went over to Fluttershy's cottage, Applejack walking and Rainbow Dash hovering by her side. They conversed about how stupid love was, and how weird it was that the princess had a thing for Fluttershy, musing in agreement about almost everything they talked about. They made light of the rather long trip to the cottage, and before they knew it they were steps away from the gate leading into the cottage.

Wasn't it a little bit strange that the gate was wide open, they asked each other, closing it as they continued. Wasn't it stranger that the front door was open too, they closed that as well after entering. That's when they saw it. Angel, clearly motivated by the one brain cell in his head capable of empathy shivered as he pointed up the stairs, towards where Fluttershy's bedroom was. They were utterly confused; had the Princess reprimanded her, did she finally have a nervous breakdown?

Dash cracked the bedroom door and stepped back in surprise, staying silent enough that Applejack also took a peek. Their eyes met and they knew that they needed to intervene to calm the distraught and sobbing pegasus.

"What's wrong 'Shy" came Applejack's voice as she slowly walked through the door. Fluttershy sunk deeper into her pillows, willing herself to stop existing with every working fiber of her being.

"C'mon Flutters, we just want to help." Rainbow said, following closely behind Applejack. She laid a hoof on the crying pegasus's wing, attempting to soothe the mare before her.

"I-I'm sorry..." Fluttershy started, "Y-You should p-probably l-leave me alone... I-I need to l-let the pri-pri-princess know I f-failed."

"Aw, sugarcube, I'm sure ya didn't fail... Ya done right by me, if it's any consolation. Wait..." Applejack said, "Did Big Mac do this to ya? I'll right smash his brains in if he done messed ya up like this."

"N-no, he was a p-perfect gen-gentlecolt." Fluttershy said, "I-I even t-thought about... v-visiting him s-sometime. B-but I sh-sho-shouldn't d-do that. I-I'm already a..." she paused, wailing for several seconds before finishing her sentence "h-harlot!"

"That's not true at all, Fluttershy! You're a beautiful, talented mare!" Rainbow said, attempting to counteract the depression imbued in the nearby yellow tear-factory.

"But that's n-not r-right. I s-stole your v-virginities! I'm a d-dirty pony. I should j-just give up. I've already r-ruined six lives, w-what's one m-more?"

"Fluttershy! Y'all can't be talkin' like that!" Applejack said harshly, terrified for her now suicidal friend. "Who has y'all thinkin' like this!"

"I-It's R-Rarity. S-she t-told me it's w-wrong!" Fluttershy started, gaining a little composure as she prepared to dole out unending self-hate "I-I should have talked to her first. S-she always knows what's right and what's wrong! I-I always t-trusted her judgment and s-she told me that I've been r-ruining lives! I never wanted to h-hurt anypony. I-it just felt good so I kept doing it. P-princess Celestia said I should only d-do it with ponies I l-like, b-but maybe I took that too literally."

"Sugarcube, y'all got yer head turned around and stuck on backwards. Ain't nopony think all antiquated like that! Rarity's just a sour old stick in the mud since she didn't get her happy endin' with that Blueblood fella."

"B-but she s-said..."

"Flutters, we know what she said! But she's wrong. We're your friends, and we wouldn't have let you have sex with us if we weren't confident that there was nothin' to lose by sharing every part of us with you."

"Y-you're j-just disillusioned by the s-sensation of it all. J-just like me. I-I f-feel horrible, I even made my closest friends think it was okay." Fluttershy said, spinning her own web of self-deprecation ever thicker. "I even convinced Twilight and Pinkie it was okay! I must have been a bad apple from the start if I even managed to c-corrupt the Princesses. W-what will C-Celestia do with me when I t-tell her that I-I'm responsible for all of this chaos."

"Fluttershy, you need to listen to what we are sayin'. Ain't nothin wrong with spendin' some of your nights with a friend. That's what friends are for! We didn't sign up to be the Elements of Chastity; we're the Elements of Harmony. And you can't pick and choose what natural parts of bein' a pony constitute harmony. So havin' sex is somethin' we should all be comfortable with. Rarity included."

"But, I..."

"Please, Fluttershy, forget what Rarity told you. I promise it was her jealousy speaking. She's so afraid she'll spend forever alone that she probably freaked out when she found she was last in line to get a piece of your flank."

"S-she did say I should have g-gone to her first. D-do you really think she could just be jealous?" Fluttershy asked, her tears finally coming to an end as her wits returned to her.

"I'm positive, 'Shy. She's probably been eyein' you for a while now, but she probably ain't got the courage to tell ya. If I were you, I wouldn't even give her the time of day anymore, but I know you'll find some reason to forgive her for this awful thing she done."

"I-I... Yeah... If she really didn't mean it, t-then there was no harm done."

"No harm done! She had you crying in here for the past hour, and you're just going to say no harm done? I don't know how you can be that quick to forget about it, Fluttershy, but I'm certainly not going to let this go until that overdressed white fluffball comes here and grovels on her knees for forgiveness."

"I agree with ya there, Dash. What say we take a trip over to the boutique and teach her a lesson?"

"Yeah, I got half a mind to turn that marshmallow into fluff."

"P-please don't hurt her! S-she doesn't deserve that."

"Fluttershy, if she wasn't our dear friend and roughly 17 percent of the force keepin' our world in one piece, we'd serve her up on a platter to the first griffon we could find."

"Hey, that's a myth! Griffons don't eat ponies." Dash started. "O-oh... you were making a point there."

"Like I was sayin', she's mighty lucky that she's our good friend, cause if it was anypony else, when we were done with them, you wouldn't know if their fur was white or red."

"I-I... Just... please be gentle!" Fluttershy said as the two ponies embarked on what, dependent on their moods could be either a brutal hit or gentle retribution. "I sure hope Rarity can forgive me for whatever those two do..." Fluttershy shuddered as she felt an imaginary Applejack staring lasers into her for being so unbearably kind.

"Rare, open up! We got to talk to ya about what ya said to 'Shy." Applejack screamed through the door of the Carousel Boutique. The fashionista, again, took her time getting to the door, having not heard what Applejack was saying. The two ponies burst through the door forcefully as soon as she opened it a crack.

"Careful! You're liable to break something if you just burst in here."

"You're one to talk about breaking things, Rarity." Dash sneered.

"I have absolutely no idea what you could possibly intend to insinuate with that. What has you two in such a terrible mood?"

"I can't believe that ya even have the audacity to ask a question like that. Y'all darn well better know why we're here. Ya crushed little Fluttershy's spirit, and now yer gonna act like it didn't even happen!"

"I honestly can't think of anything I've said to Fluttershy that wasn't called for. We had a conversation this morning about her recent discretions, and I informed her that they were rather in bad taste."

"Oh, were they now? Where do you get off being the white knight and saying who can and can't have a little adult fun?" Dash asked angrily.

"You don't understand. Has she told you how many ponies she's been with? Six! Not one, not two, but six whole ponies that she has robbed the innocence of, and she came here expecting to make me the seventh!"

"Rarity, you don't understand what's goin' on here, do ya? Fluttershy is the nicest pony we know, and I'll be darned if she shows up on my doorstep and asks me for a roll in the hay, I know she don't mean bad by it."

"Don't you see? She's betrayed our trust; she has used our friendship against us. Who's to say what the princess actually asked of her."

"And now you think it's okay to defend yourself by suggesting that Flutters would lie? I don't think she has a lying bone in her body!"

"I'm just saying that she's gone too far! Sex is not something to be taken lightly. She could have made the mature decision and picked one pony. I wouldn't have minded teaching her what I knew."

"Oh, so this whole thing is about jealousy, I knew it. You ain't no better than the monster you're makin' Shy out to be."

"I am not jealous! Such emotions do not become a lady. I'm merely saying that I would have been more than happy to offer myself in lieu of all the other souls she's condemned."

"Right. I'll believe that when pigs fly. You need to get yourself together and realize that you're wrong."

"Rainbow Dash, it's entirely normal to be in denial when faced with what she's done to you. And to think that you were the first of us, that she could have made the right decision but betrayed you four more times over. This must be especially hard for you."

"Rare, you need to shut your buckin' mouth. Yer not helpin’ anything here. Just because you think that Fluttershy should've come to you first doesn't mean you get to shame her or any pony over it."

"I simply don't understand how you two are both so blind. Fluttershy has simply progressed down a darker path, and she has claimed a part of each of you in the process. I'm sure soon enough you'll be able to accept her for what she is, just a filthy stable slut. I'm trying to think no less of her as a pony because of her decisions, and I'm sure that one day I'll be able to forgive her for making such unforgivable decisions, but for right now, I'll just have to hope that she distances her debauchery from me."

Applejack froze, not believing that Rarity even had such derogatory words in her vocabulary. Rainbow dash turned three different shades of red as smoke threatened to come out of her ears "What did you call her?" she asked through clenched teeth, one of her hooves finding it difficult to remain on the ground.

"It's certainly not a term inappropriate for what she's done, Dash. I am sure that Twilight would be able to realize that poor Fluttershy has become a simple slut. It's definitely something I would have never believed myself bu-" Rarity was quickly silenced as she felt her jaw dislocate from the force of the cyan hoof that decimated the side of her face.

"I'm not going to let you talk about our friend like that. Just because you are disillusioned by your loneliness does not mean that you get to make irrational prejudgments rooted in some puritan fantasy of your own construction. You will rethink everything you have thought since Fluttershy spoke to you this morning, except this time you will remember that she is the nicest, most harmless pony you have ever met and that she was on a mission from the princess to learn, just like Twilight," Dash said, her voice carrying such authority that even Applejack cowered in fear. "And Celestia help you if I ever find out you called her that in front of her face."

Rarity reassembled her jaw, an aching soreness already building in her mandible. "I'm just trying to..."

"YOU BUCKING MADE HER CRY, YOU BITCH!" Rainbow screamed in finality, flames possessing her irises as she willed the unicorn in front of her into a puddle. In the midst of having both her jaw and eardrums destroyed, Rarity finally realized that her viewpoint helped nopony. She had been heralding herself as pure, when really she was just lonely. She had been crusading to crucify Fluttershy for her transgressions, when the root of her hatred was of her own making, buried in her repeated rejections.

"I-I... I made her cry? I didn't even realize... "Rarity started. ”W-what was I thinking."

"Really now, what were ya thinkin'?" Applejack added, finally pulled out of her stupor.

"Just... Are you sure that Fluttershy isn't doing this for the wrong reasons? I may not have had the right idea to begin with, but I assure you that nonetheless, I was concerned for Fluttershy."

"Flutters knows exactly what she's doing. I've never seen somepony so sure of themselves, and I've never met a pony who genuinely cares about others as much as she does. When you told her she was hurting others, she was questioning her entire existence. I swear, Rarity, you don't ever realize how powerful words can be. You told her a few simple mistruths, and there she was ready to off herself." Dash explained, caught in a brief moment of serenity.

"O-Off herself? L-Like s-suicide?"

"That would be what she meant" Applejack replied dryly.

"Oh Celestia, what have I done. I-I need to apologize to her right away!"

"If she'll even see you. Ever." Dash spat, the serenity now gone.

"Rare, I'm sure if you're genuinely sorry, she'll have no problem accepting your apology. But you need to set the record straight too. Ya can't just say sorry for what ya said, as much as it'll hurt your pride ya gotta tell her that you were wrong."

"I don't think you'll have to worry about my pride... There's not much left of it after I realized what a monster I had been." Rarity responded, placing her saddlebags over her back and setting out for the cottage. Rainbow Dash and Applejack followed suit, making sure that the marshmallow wasn't just making a run for the train station.

"Shy?" Applejack said cautiously, entering the cottage, finding the yellow pegasus entirely composed and sipping tea from a small mug. "Rare came to apologize, if that's okay with you."

"Oh." Fluttershy said, as if all emotion had been drained from her. "If she came all this way..."

"Now ya don't have to be nice to her just cause she got off her lazy butt for once."

"No, it's okay, I trust you guys."

"Okay, then." Applejack motioned to Rainbow Dash, who was standing just outside the doorway, guarding it as to prevent Rarity from entering prematurely. She stepped aside and the yellow pegasus and white unicorn locked eyes. Rarity quickly trotted inside and Rainbow resumed her post at the door.

"Darling, I can't start to tell you how horrible I feel. I don't know what came over me this morning. I wasn't thinking at all, calling you all of those things and chastising you for having the courage to explore more mature disciplines. I couldn't have been more foalish. Please do accept my apology."

"Rarity, of course I accept your apology." Fluttershy responded, her face lighting up, as it appeared that all the emotion she previously lacked flooded back. Rarity turned to seek approval from Applejack and Rainbow Dash, inadvertently showing the now severely bruised side of her face to Fluttershy. "Oh my, Rarity. What happened to your cheek?"

"I um..." she paused, looking at Dash, who was currently staring daggers again, "fell rather badly on the way here. A loose stone in the pavement, you know. Heh."

Fluttershy feigned naiveté "Oh, isn't that the worst. Here. Let me kiss it better for you." Fluttershy giggled, placing a rather chaste kiss on the blemished side of Rarity's countenance.

Rarity took this moment to seal her redemption. She whispered into Fluttershy's ear as she started to move away, "That's not the only place you can kiss..."

"Oh dear, Applejack, Rainbow Dash... I do believe that Miss Rarity and I will need some time alone." The other two blinked in shock and slowly backed toward the door.

"Wait... Before we leave... What we originally came here for was to... well... ask your blessing, I suppose." Dash interjected, "We wanted to make sure that there would be no hurt feelings if we... you know."

"Aw, of course not. You two would be adorable together." Fluttershy giggled, winking at Applejack.

"Ya hear that, Dash... She thinks yer adorable."

"Shut up, AJ." she said, both of them leaving the cottage, the door closing behind them.

"Now what was that you were saying about kissing?" Fluttershy asked, surprised when Rarity answered by kissing her directly, holding for several seconds as both ponies began to blush.

"Dear, I do believe that this is something best performed in the bedroom."

"I find that the space is considerably less important than who is occupying it. But if you would prefer... I have no qualms."

"On the bed it is then." Rarity affirmed, "I do hope you will show me what I've been missing out on." The unicorn led the way upstairs towards the bedroom.

"Oh... I'll show you indeed." Fluttershy snarled, her ferocity intimidating Rarity. "I intend to make up for lost time with a vigor. If you're prepared."

"Yes ma'am!" Rarity saluted, "What should I do to get started."

"Well, why don't you lie on your back there and I'll teach you how to properly eat a marshmallow."

"For Celestia's sake, why does everyone insist on calling me a marshmell-" Rarity was quickly cut off, "Oh..." The pain in Rarity's jaw disappeared as the pleasure in her loins stirred. She wasn't exactly prepared, since there was a distinct lack of verbal foreplay, but nonetheless, Fluttershy was ready to bring her to the highest heights of pleasure. Rarity was quickly converted from refined lady to shivering bundle of nerves as Fluttershy tapped all of her sexual prowess to ravish the pony under her. Rarity, in her crusade for chastity, had managed to become uncomfortably pent-up. So much so that the lightest touch from her friend’s tongue was a bolt of lightning, lighting her on fire from the inside. Soon, she was sure, she would be sorely disappointed in how the various noises she would make would be rather unbecoming for a lady. But then again, she had to make up for much more unbecoming actions than that.

Fluttershy felt as if she had a point to prove. She needed to show Rarity that she wasn't losing anything by opening her legs. Not that she had much doubt that these revelations would come naturally, but this was a chip on her shoulder that needed to be disloged. Fluttershy's fervent ministrations were having their desired effect, making the pony they targeted melt, as if warmed over a campfire and then smothered with chocolate and graham crackers.

"Fluttershy, please!" Rarity screamed, her magic flaring out and pushing her yellow mistress further forward. "I'm so close!" Fluttershy did a quick double-take; she had been at this for only a minute or two. Her white friend may in fact take the place of Rainbow Dash for fastest pony in Equestria. She made deeper and more forceful passes at her friend's marehood, finding out a certain nub with each pass. Rarity's screams became more fevered and erratic as she thrust her hips up at the only thing that mattered to her right now.

Fluttershy kept up her effort despite the violent feedback from the pony below her. She had a single goal, and she was going to accomplish it. Suddenly Rarity's screams went silent and only a moment later, she let out a quiet squeak, something that would have been more likely to come out of Fluttershy's mouth than hers. Her hips lifted up and her hind legs shook violently.

Fluttershy, immensely proud with herself, could still not stop but giggle at the fact that her face was covered in a sticky substance, just as if she had eaten a real marshmallow. Rarity was not composed enough to be thinking on such a level. She instead was relegated to a world that consisted of a dull throbbing and a kalidescopic show of colors that she had a feeling she shouldn't be seeing. Rarity had only experienced one previous climax, and her self-induced guilt over pleasuring herself had entirely negated its effects. This time she felt no nagging guilt, she was so dissuaded from her previous point of view that nothing could threaten her high.

Fluttershy, now more than aroused herself, clambered on top of the comatose pony below her, trying her best to bring her back to reality. Her animated efforts were having no effect, and she started to get more and more aggrivated as she was left to cool off for so long.

"RARITY!" she screamed, somehow breaking the mare's reverie, "Would you... um... return the favor?"

"Oh, I'm sorry." Rarity said, realizing her blissful experience was ruining the mood. "Most certainly! It would be unbecoming of a lady to withhold reciprocity for such a divine effort as that. I should say that is my duty, neigh, my pleasure to-"

"Rarity," Fluttershy started, aggrivation as obvious in her voice as the moistness between her legs, "What would be unbecoming right now is to lecture the beautiful and very needy mare before you while you should be rutting her senseless."

"I understand." Rarity responded, accepting subtle cues from Fluttershy as the two participated in the intricate dance of switching places on a bed made for one. Rarity stood staring at the mare who was currently shaking her rear end at her. "Dear, I don't belive I will be able to give you quite the life-affirming and bone-shattering experience you bestowed on me, but I certainly do have a couple ideas."

Rarity took up her position between the overly inviting legs of the pony who had just been between hers, inhaling deeply as she took in the pungent musk of a mare who could wait no longer. Her hoof delicately traced along the pink flesh that stood in stark contrast to Fluttershy's yellow coat, playing gently as if to take in its splendor before fully engaging in the delights it had to offer.

Fluttershy squealed softly as the she was teased to gently, wishing both for this to continue, and for the mare to take mercy on her. She was going to go mad far before she could come at this rate and Rarity, it seemed, would be an entirely willing participant in her impending commitment. "Rarity, please! D-don't tease me." The day's emotional roller coaster was taking a toll on Fluttershy once more as her unsated arousal quickly turned into tears. She was quietly sobbing, her voice and tears caught by a nearby pillow. Rarity, however, picked up on her friend's disappointment.

"Fluttershy... I have no intention of teasing you any further. In fact, I do believe you deserve the best I have to offer." Rarity quickly lowered her head and positioned her horn. She slowly brought the tip to the engorged flesh of Fluttershy's marehood and dragged the tip across until she reached a little bud that she had ascertained was the key to unending pleasure. Fluttershy had an inkling of what Rarity was planning, but her logical side was entirely shut down as the pony pleasing her induced a slight vibration through her horn. "That being said, I do intend to progress linearly. But I do suppose that I shall have to adjust for the fact that I am unnaturally sensitive, and you my dear, may need a little more attention."

"Y-Yes!" Fluttershy squealed, the vibration unfamiliar but not unwarranted. Rarity continued the vibration, but brought her horn away from its previous occupation, instead preparing it to explore territory no pony, stallion or mare, had claimed. "Ah... Please, Rarity... Do it!"

Rarity plunged forward and felt her horn clamped into place as Fluttershy's insides were uncompromising in their reluctance to release their newfound vibrating friend. Impaled as she was, Rarity's plan of attack was slightly skewed, so she changed her tactics slightly. Instead of moving her horn, she simply manipulated the spell so that the vibrations went along it in waves. Having the crux of her magical ability trapped inside another pony gave Rarity more than enough time to poke and prod with tendrils of magic, finding out which points were most sensitive, and adjusting her spell accordingly.

After a good minute or so, Fluttershy finally relaxed, and Rarity started to slowly thrust her horn in and out. This act turned out to be symbiotic, giving Rarity pleasure as well as doubling the effect of Rarity's actions. Rarity felt beads of wetness traveling down her horn, and caught one with her tongue as it dripped down over her muzzle. She savored the taste, and found that the almost bitter taste of Fluttershy's excitement was surprisingly intoxicating. She could hear Fluttershy's moans increasing in pitch along with her increase in arousal, and this tandem ascent to the peaks of desire drove her forward with ever-increasing passion.

Both mares were losing themselves to the attentions of the other, Fluttershy screaming her approval for Rarity's multi-stage horned attack while Rarity moaned in pleasure as Fluttershy's marehood gently milked her horn. In an amount of time that would have surprised Fluttershy by its brevity, they both began their final pass at the highest point of pleasure. Rarity thrust with such force that she thought she might get a concussion, and Fluttershy once more tightened unnaturally on the horn of her pleasurer.

"Oh Sweet Celestia, Rarity! I'm c-coming so much!"

"M-Me too, Fluttershy! A-Ah!" Rarity felt them both freeze as one. The only sound that could be heard was Rarity's horn discharging bolt after bolt of her magical essence into Fluttershy. The liquid now inside her tingled as nothing else could, almost threatening to bring Fluttershy to another climax. Both of them screamed their climax for what seemed like an eternity of eternities, neither one wanting to move in the slightest.

After an excruciatingly long time, the two ponies unhinged themselves from their unnatural junction, and moved to snuggle up on Fluttershy's no longer carefully made bed. The two of them faced together, Rarity's soaked horn clearly visible to a now embarrassed Fluttershy.

"Um... I've never had a pony put anything inside before..." Fluttershy squeaked, her voice still betraying the intensity of her orgasm.

"Really? Well, you must tell me then; was it everything you expected it to be?"

"I um... didn't really think about it that much. I kind of get nervous around stallions. But um... it was really nice with you."

"Ah, yes. Stallions can be somewhat intimidating. But I don't think you should let that stop you. If I've learned anything today, which I'd like to think that I have, it's that you shouldn't dismiss something because it seems scary, foreign, or even wrong. Fluttershy, if you think you will enjoy it, then you need to put your reservations behind you and go with your heart."

"I didn't expect you to, um, turn the tables so to speak. But that is a good way to think about it. Maybe I'll find a nice stallion to be with next."

"You're going to leave me already?" Rarity asked playfully.

"I had no intentions of leaving my favorite marshmallow alone until I got my use out of her. And I do hope that you aren't worn out after only two."

"Not a chance! A lady does not become fatigued." Rarity said, "And stop calling me a marshmallow!"

"Do I have to remind you what you called me?" Fluttershy asked impishly.

"Please don't. And if you would be so kind as to withhold such conversations when around Rainbow Dash as well."

"Ah, I figured I knew where that bruise was. But as long as you are an obedient little marshmallow for the rest of tonight, I'll forget everything that happened this morning."

"Deal!" Rarity quickly agreed, "Where do I sign?" Fluttershy pointed a hoof between her legs, still grinning impishly. Rarity understood the meaning behind her friend's signaling, and repositioned herself, leaning in to kiss the yellow pegasus as her hoof busied itself at her lower anatomy.

Dear Princess Celestia,

Today I learned a lot. My friend Fluttershy helped me learn a lot about many things today, not least amongst them being the carnal arts. Initially, I was a poor friend and chastized her for her eagerness to learn as you had instructed her. I was disillusioned by my own loneliness and took it out on her. Later at the beckoning of her friends, I was made to reconsider my foalish actions, and in my repentance, Fluttershy was gracious enough to still show me what she had learned. I am most greatful for her studies under your tutelage, and I have become a better mare because of it.

Your loyal subject,

Rarity

Author's Note

There. I decreased Rarity's asshole quotient by at least 9001%. Despite the fact that the time between the publication of these chapters has been short enough that I have received no negative feedback/death threats/airstrikes, I assume that there are people who think Rarity isn't just a stupid marshmallow. I reluctantly had her learn her lesson, and now everything is peachy again, because this is a shameless clopfic, and it doesn't get to have story. I had to read like every Flarity story out there to psych myself into a mood to write this. (Although, this is definitely not Ribbons and Lace.) I hate Rarity a little less than I did when I started writing this chapter a week ago, but she is still worst marshmallow.

Next up is a big surprise, if you catch my drift. Actually, while it may be big, if you have at least 2 working brain cells, it shouldn't be too much of a surprise.

Chapter 7: Fruits of the Earth

Fluttershy made her way once more down the winding pathway to Sweet Apple Acres. This time, she wasn’t looking for a confidant but she nonetheless had a purpose. One which, for the first time in the last five days, actually had her nervous. This wouldn’t be a first for her in many respects, but in at least one other, this would be an entirely new experience. Her next target bore not an ounce of the predictable femininity that she had grown used to, but instead was masculine to a fault. Fluttershy knew he would be gentle, knew he would treat her like a lady, but she was taken aback by the thought that her end goal was to be violently impaled upon one part of this particular male’s anatomy. This was definitely new for her.

As she walked down the path, a fuzzy red blob in the distance began to materialize into a familiar shape. A shiver that was equal parts feral anticipation and cognizant nervousness rattled her as she familiarized herself with the stocky stallion ahead of her. He was certainly a prize, if her limbic system was to be believed, but her rational mind vehemently disagreed. Why couldn’t she have settled for a meeker stallion?

“Howdy, Fluttershy!” Big Macintosh started, “To what do I owe the pleasure?”

“Your sister said you might be looking for some company…” Fluttershy hinted.

“Ah, did she now?” Big Mac chuckled, “I’m figurin’ she didn’t exactly mean company by the dictionary definition, now did she?”

“Well, um… not specifically, no. There might have been some hidden meaning maybe…”

“Well I’ll be! If Fluttershy ain’t tryin’ to charm the pants off of me then I don’t know what’s goin’ on.”

“But you’re not wearing pants…” Fluttershy giggled.

“Eyyup, point taken.” Mac replied, “That don’t change the expression, though… I already know yer tryin’ to charm me, Shy.”

“Um well… not exactly, but I guess you could call it that if you really wanted, and … I mean…”

“Yer ramblin’.”

“Oh… Sorry.”

“Ya ain’t got nothin’ to apologize for. Fact I’d be honored to get to know ya a little better, if that’s what y’all got in mind.”

“Well… um… since you’ve seen right through my carefully constructed and multi-tiered plan… I suppose we can just get to it then…” Fluttershy cringed, stepping in front of Big Mac nervously, assuming the position. This was her worst fear realized. She was hoping to set the pace, but her stallion seemed to have his own agenda.

“Nonsense! What kind of partner would I be if I didn’t get to know ya before I,” Big Mac paused, trying his best not to fawn over the view, “Get to know ya.”

Fluttershy let go of a breath she didn’t know she had been holding on to. “That would be great. What did you have in mind?” she said, turning to face Big Mac once again.

“Well, why don’t we take this at yer pace? I can’t help but notice you might be just a mite bit nervous…” Big Mac suggested.

“M-Me? N-Nervous?” Fluttershy squeaked, her secret so easily revealed, “I have no idea what you could be talking about!”

“Ya don’t have to do this, Shy. AJ told me ‘bout you guys after a few rounds of cider, and I couldn’t help but notice that ya ain’t got no experience with stallions.”

“When did you become so observant?” Shy asked, incredulous.

“I’ve always been observant, but I ain’t usually a stallion of many words. Unless I’m rather taken with somepony…”

“Oh my… You couldn’t possibly mean me, could you?” Fluttershy joked, her confidence bolstered.

“I do believe you’re quite the attentive one as well.” Big Mac laughed in response.

“Well… I have an exemplary track record as far as …attending to things… goes.”

“I might have to personally assess such a claim. I mean that’s all pretty audacious comin’ from such a reserved individual.”

“Oh you must be mistaken…” Fluttershy grinned, “I think you’ll find that I am quite outgoing when it counts…”

“So what yer’ tellin’ me is that y’all are some kind of wonder in bed?”

“Your words, not mine. But why don’t you put your money where your mouth is and try and prove me wrong.”

“Well, I don’t have my bits on me, but I’d be glad to put somethin’ else where my mouth is, if’n ya’ catch my drift.”

“Ah, well um… If you’re sure, then I might just be persuaded to take you up on that offer.”

“Then shall we?” Big Mac inquired, leading the way towards the barn.

Fluttershy followed quickly behind, sizing up the stallion in front of her. Almost as if he could sense it, he put a little more pep into his canter, much to Fluttershy’s delight. He walked over to a very familiar pile of hay, and turned back to face her. “Getting that Deja ‘vu feeling? Almost like you’ve done this before, maybe in this exact pile of hay?”

“And what, might I ask, have you done yourself in this pile of hay?”

“I certainly couldn’t detect the sweet floral fragrance of a certain pastel pony when I just so happened to be taking a nap here the other day.”

“And you definitely didn’t get excited from not smelling this certain mare’s scent, did you?”

“Most definitely not. I certainly didn’t fantasize about what it would be like to go for a roll in the hay right here.”

“Well that’s good, because I certainly wouldn’t want you to be disappointed by how woefully incomplete any fantasy would be in comparison to the real thing.”

“Oh? I’ll have you know this hypothetical fantasy was rather elaborate, and mighty satisfactory.”

“Well did this happen in your fantasy?” Fluttershy asked, leaning in and planting a kiss on his cheek.

“Not exactly, but something a little more like this happened,” Big Mac responded, kissing Fluttershy back squarely on the lips. The kiss quickly deepened, his tongue hesitating as if he were asking for permission. Fluttershy responded in kind, pressing back against his tongue with her own. They remained interlocked in their embrace for a number of minutes, getting lost in their exchange.

Fluttershy pulled back from the kiss, breathing heavily, “I’m sure that’s not where your fantasy stopped, was it.”

“I have no reckoning whatsoever of anything of the sort.”

“Let me rekindle that memory, then.” Fluttershy said, moving forward and nuzzling against Big Mac’s side before sneaking between his legs. She nuzzled against his sheath until his stallionhood started to peek out. She nuzzled it lovingly as it grew to full mast. The whole while, Big Mac simply stood there awestruck, letting Fluttershy work her magic.

She watched as he neared his full and impressive length. His member twitched against his belly instinctually, a bead of wetness already appearing at the tip.

“Well you certainly live up to expectations,” Fluttershy giggled, “now would you be a good little colt and roll over for me?”

“I uh…” Big Mac froze. He shuddered a little bit, taken aback by the sheer power in her voice. He quickly found himself lying on his back, watching as Fluttershy drank in the stallion below her. She was intoxicated by the sight of the strong, confident stallion reduced to a quivering, submissive little thing.

“Now I know this didn’t happen in your little fantasy, did it?” Fluttershy laughed, “I bet you were the one who was holding the reigns. But don’t worry, I told you the reality would be so much better.” She settled between his legs once more, playing along his impressive length with a hoof.

“F-Fluttershy! Where did all this confidence come from?” Big Mac asked, utterly confused by the mare before him.

“When I see how I make such a polite and reserved gentlecolt all hot and bothered, I can’t help but be so sure of myself.” Fluttershy reasoned, “Does it excite you? Being entirely, wholly, completely at the mercy of a pony who normally couldn’t maintain eye contact with you for more than a second?”

“E-eyyup” He gulped, Fluttershy rewarding his honesty with another stroke of her hoof.

“Do you want me to make you feel better than you’ve ever felt before?”

“If’n you don’t mind doin’ it, I’d appreciate…” he started, sharply cut off by Fluttershy’s mouth descending on his member. She swallowed her fear, and then swallowed his member, quickly embracing the majority of his shaft with her mouth and throat. “Sweet Apple Buckin’ Celestia, where n’ Tartarus did you learn to do that?”

Fluttershy looked up at him with an expression that somehow exactly conveyed the thought that he would rather she not answer that right now, lest she have to deny him the pleasure he was experiencing for even a second. She quickly dismissed the notion of stopping to answer his question, and went back to concentrating on the stallion below her. Her mouth bobbed up and down, a pause coming in her rhythm every few cycles as she caught her breath. She could feel Big Mac swelling inside her throat, making it harder and harder to breathe, and in turn making it more and more exciting for her. She enjoyed the fact that she could do something so self-sacrificing while still exerting so much control; she was still the element of kindness, but that didn’t mean she had to be the element of submissiveness. The turgid rod of flesh in her throat was a constant reminder of how well-received her dominance truly was.

Big Mac on the other hand was feeling something totally new to him. He was in no way domineering, but he didn’t need to be when his stature and maturity commanded respect wherever he went. Seeing Fluttershy throw that out the metaphorical window stirred feelings he hadn’t felt in a long time. He had finally met someone who didn’t mind subverting his unspoken authority, someone who knew better than him and wasn’t afraid to say so. Fluttershy was putting him in his place, and he loved every second of it. He could feel her throat rippling as she tried her best to swallow around the ever-growing flare of his head, he could sense her delight every time his shaft throbbed in need. He wasn’t sure how much more of this he could take before he blew his load.

“Shy, I think I’m getting close.” He said, shuddering as she kicked up the pace. Her response was a simple moan, making her throat vibrate around his length. He involuntarily began bucking his hips as his peak was only seconds away, pushing himself further and deeper with each thrust. Almost as if she could sense the exact moment he would come, Fluttershy pulled away, leaving him thrusting his hips into the air helplessly.

“You naughty little pony, trying to make yourself come without permission.” Fluttershy admonished, pressing his incredibly hard shaft against his stomach with a hoof. “Now do you promise me you won’t give out on me after just one go? Because it would be a shame if you couldn’t get it back up just when I needed it most.”

“I uh… doubt I’ll be out of the game for quite a while.” Big Mac replied, certain that if he could stay hard for anypony, it was the mare in front of him.

“Then I guess I can give you what you want.” Fluttershy conceded. She started stroking along his length with a hoof, still pressing it hard against his stomach. She watched as his head flared even further signaling his pent-up need. She let up on his member, watching it spring back up from his stomach. She once again took the tip into her mouth, and suckled gently on his head. It stretched her mouth as wide as it could be stretched, and Fluttershy delighted in the pleasant feeling of his tip throbbing against her cheeks. She suckled on his tip, causing him to shudder in delight.

“Fluttershy, I-I’m going to…” Big Mac started, “H-Here it comes!”

Fluttershy shuddered as she felt the first few ropes paint her mouth white. She drew off his length, allowing the next several spurts to land amongst her face and hair. She was surprised by the sheer volume of it, as he just kept spurting. A couple jets landed on his stomach as she pushed his shaft back down and rubbed it with a vigor, causing his orgasm to multiply in intensity. He sprayed a couple especially thick shots across his chest, some even landing on his face. As his orgasm came to an end, the previous geysers turned into a slow trickle as the last of his seed evacuated itself.

Fluttershy took a moment to concentrate on his taste. She definitely had tasted nothing like it before. It was salty, yet at the same moment somehow bitter. She wasn’t overwhelmed with the taste, but the thought of such a virile fluid overcame any shortcoming. She swallowed what had landed in her mouth, and wiped what she could off her face and hair.

“Sweet motherbuckin’ Celestia, ‘Shy, that was… I’ve never felt like that before. I uh… never came that much before, even managed to get some in my hair.”

“You’re welcome! Would you mind repaying the favor, though?” Fluttershy asked, her dominance tempered by her need.

“What kinda’ gentlecolt would I be if I just left you all pent up after I got my sweet release?” he obliged, “I’ve certainly got a responsibility to make y’all feel good in reciprocity.”

“Maybe a little faster… If you don’t mind?”

“Ah, sorry ‘Shy. I’ll get right to it. Just go ahead and roll on’ta yer haunches there…” Big Mac started, watching Fluttershy roll onto her side and spread her hindlegs ever so slightly. He caught a glimpse of the darker skin at her nethers and shuddered. He’d seen mares before; Celestia knows with the country raising that Applejack and Applebloom both got, he’d seen them both more times than he could count, but on Fluttershy, something just seemed more feminine, more arousing.

“Big Mac? You’re staring.” Fluttershy deadpanned in a confusingly polite manner, “You can get a better view up close.”

He shook his head as if he were snapping out of a trance, and she giggled at his confusion. He sauntered over towards her hind end, and rubbed his muzzle against her thigh. He could already feel the warmth between her legs, and she was getting closer and closer to pure insanity from all of this waiting.

“Please stop teasing me, Big Mac! I’m so worked up right now, and I need you to use that big, strong mouth of yours to make it better. I’m not sure how much longer I can wait before I…” she froze as Big Mac finally made contact. First just his snout against her slit, but the sheer pleasure shocked her so much. “Ah… I don’t know why I’m so worked up right now. I was perfectly fine when it was your sister. But then again, I didn’t make your sister cum all over her face.”

A sudden streak of emotion hit Big Mac, a mix of embarrassment and competitiveness; he had to outperform his sister, but it seemed in every regard where he didn’t want to outperform her, he already had. The two conflicting feelings warred in his mind, driving him to mindlessly redouble his efforts, lapping at Fluttershy as if he were some feral beast.

“Oh Celestia, even your tongue is big,” Fluttershy whimpered, “W-whatever you’re doing, keep doing it.”

Her words registered to him as a vote of confidence, reassuring him that he could in fact rut the petite yellow Pegasus before him even better than his strong, shapely, talented sister had. He imagined that if he were doing this to her, she would be writhing and screaming his name in that sultry southern drawl. Fuck, what was he thinking, that’s his sister, his own flesh and blood. He froze.

“What’s wrong Big Mac?” Fluttershy asked, genuinely concerned, “Why’d you stop?”

“I-It’s nothing AJ – I mean Fluttershy.” He responded quickly, hoping she hadn’t caught his slip.

“AJ huh?” Fluttershy asked, “Mind wander a little bit there?”

“Um… yeah, guess it did.” He admitted, “Sorry to disappoint.”

“Big Mac, you’re not disappointing anypony here. If anything you’ve given me a reason to come back to Apple Acres in the future.”

“W-well, I kinda ruined the mood, didn’t I?”

“Nonsense. I’m wetter now with the idea of rutting you and your sister at the same time than I was before. Even if your tongue is a magical appendage that I would give my cutie marks to feel again.”

“Oh… uh… that’s s’posed to be a hint, ain’t it?”

Fluttershy nodded vigorously, her cheeks flushed.

“Then yer total comes up to one pair of cutie marks, Miss Fluttershy.” Big Mac said, rubbing his hooves against the softness of her smooth coat, tracing over the three butterflies that lie on each side.

“There we go, that’s a sta—”

Big Mac dove back in without warning. He had lost time to make up for and a slip of the tongue that needed to be corrected with more calculated tongue work. Broad, slow strokes that traced from bottom to top; quick, precise licks that concentrated on that oh-so-sensitive nub at the apex of her slit; deep, forceful laps that spread her marehood wide and gave him access to the depths he so soon hoped to plumb.

“Y-You keep that up and I-I’m gonna c-come too fast.”

Nonsense, Big Mac thought; there’s no such thing as coming too fast, just not coming often enough. He knew he’d have to wait a while anyway until his lance could recover from the show it had just finished putting on.

“S-Seriously Big Mac… If you don’t slow down I’ll…” she began, noticing the carnal glint in his eyes as he concentrated all his efforts into a siege on her increasingly sensitive clit. “Fff— Oh Celestia h-here it… A-ah, Big Mac!”

He didn’t stop. He didn’t slow down or bask in his success. He just continued his work, swapping techniques occasionally to keep Fluttershy on edge, even if she couldn’t think through the brain-melting orgasm he had brought her.

“S-stop Big Mac… I’m t-to sensitive. I-if you keep going I’m just going to keep coming over and over and…” she froze, shuddering violently as her prophecy began to self-fulfill, “Aah… P-please. I-I can’t h-handle a third.”

Big Mac showed no sign of stopping and Fluttershy, for all her talk, was grinding her hips into his muzzle with ungodly force. He had a plan though. In the back of his mind he remembered the apprehensions she held about what would come next, and maybe he had a plan to make it more bearable.

“Oh my… h-here it c-comes. D-don’t stop!” she begged. He, as before, didn’t listen. Her eyes went through several different emotions rapid-fire, one after another: confusion, frustration, anger, hunger. She snapped. Rolling forward onto her feet she practically threw Big Mac onto his back, getting ready to straddle his face and ride him until she passed out. But then she saw another much more enticing target. Big Mac’s stallionhood was once more standing proudly at attention and she knew it was the key to getting what she wanted.

“C-careful, Fluttershy… S-sometimes yer first time can hur—” he had no time to finish his sentence before she was impaled upon him. Be it by luck or her inability to feel anything but pleasure, she didn’t feel even the slightest inkling of pain as he found his way inside her. The only thing she felt was intense, unescapable euphoria as she lowered herself down upon him. Then it hit; his head scraped past something she didn’t even believe existed and it felt simultaneously as if there were a flood and fire going through her entire body. Her hindlegs gave out and she, for a brief moment tried to hold herself up with her forehooves until the sensation was too much. In one swift motion she went from a modest four inches of length inside of her to the entire throbbing, swelling length. She screamed louder than she’d ever screamed before. Somehow that entire length had fit inside her and she was still alive, she could see the bulge in her stomach but even more she could feel every inch of it inside her. Every pulsing vein as Big Mac’s heart beat out of its chest, every fiery spurt as Big Mac’s stallionhood sated its evolutionary need to lubricate her as best it could.

She didn’t have the strength to get up, so she did the only thing she could do from this position. She shifted forward, allowing some of his member to slip free, and she kissed him, driving her tongue forward to mingle with his. Whether intentionally or by instinct, he began to press his hips forward slightly, attempting to sink himself in her once more. Once he succeeded in burying himself to the hilt, his hips receded and he formed a steady pace of hammering his point home. As he picked up speed, she began to recover her energy bit by bit, adding enough motion for him to now hit that same delightful spot on every thrust. She didn’t know how she had suddenly gotten so far from that earlier peak, but she felt it building inside her once more. Also building inside her was the flared head of Big Mac’s stallionhood. Each thrust offered slightly more resistance than the last as he grew larger and she gripped him tighter. Tapping reserves of strength that, even as a farmhand, he didn’t know he had, he drove himself deep inside her, a staccato rhythm of impact, harmonized by his grunts of effort and her moans of passion.

Then just as suddenly as their mating started, it reached its fever point. She screamed once more with the same glass-shattering intensity, her insides clamping firmly on their amicable invader lest it find its way free. His flare reached its maximum intensity, overcoming the resistance of her vice-like hold on him and spreading her in ways biology had prepared her for but psychology hadn’t. Then the inevitable onslaught of Big Mac’s essence swept inside her, a tsunami that destroyed every levee in its way charting a path straight for her unsullied womb.

In the haze of her climax, she could feel, discretely, the warmth spreading inside her, surging first forward until it became too much to hold, and then doubling back and slipping around the near-impenetrable seal of his flare. However, it seemed to her as if his warmth was spreading not only through her womb, but also her entire body, warm tickles of sensation playing along her stomach, her chest, her legs, and then cascading over her mind like nothing she had ever felt before. In that moment she was sure this was going to be the sensation that killed her, but she resigned that if it was, she would die a happy mare.

However, the universe had more in store for dear Fluttershy, and after some amount of time Fluttershy couldn’t even begin to quantify, she opened her eyes once more to see the warm smile of the wonderful, strong, kind, gentle, incomparable stallion below her.

“I don’t know about you, but I found that to be mighty tyrin’. I think I’d like to fall asleep just like this.”

Fluttershy shifted so that her back was up against the warmth of Big Mac’s stomach, his length still trapped inside her with no hope of escaping soon. “How about like this instead?”

“With me still inside of ya?”

“You’re not ever allowed to pull out, you hear?”

“Yes ma’am.”

“And one more thing, try not to cum inside me while I’m asleep…”

“I-I…”

“If you want to come inside me again, just make sure I’m awake.”

“Yes ma’am.”

“Fuck, AJ, that’s gotta be the hottest thing I’ve ever seen.” Rainbow Dash whispered, moving back from the edge of the barn’s loft, “and just look at me, not a lot compares.”

“Mmm… You’re damn right, about both parts.” Applejack agreed, tousling her lover’s hair.

“I thought for sure they were gonna notice us.”

“Hey, we were here first, they should’a checked.”

“…especially the part where you came as soon as he said your name. And I mean my tongue may be fantastic, but its not that fantastic.”

“Shut up, it was just a coincidence. He’s my own brother.”

“Whatever you say. But if you ever decide to knock horseshoes with him, you make sure and get me in on the action too.”

“I thought you didn’t like stallions that way?”

“I like anything you like, sugarcube” Rainbow teased, watching AJ blush furiously, “and if ‘Shy liked it that much, well, I’ll try anything once.”

“How does the idea of me bucking my brother sound so much sexier when you’re the one talking about it?”

“Everything is sexier when I’m involved.” Rainbow Dash beamed, “Now why don’t we sneak out of here before they notice. We can go take a nice, warm shower. Together.”

Author's Note

Whew, It's been a long time ~~cumming~~ coming, but it's finally here.

I honestly have no clue if I'm going to churn out any more material at any kind of remotely acceptable clip, so don't get your hopes up. But I'll try my best! Please don't yell at me.

I also have a dilemma; In my mind, this whole thing takes place fairly early in the series, as in even Discord isn't a problem yet. The issue, though, is that I kinda maybe want to bring in everyone's favorite bugpone. But that won't be whats up next. In the next few chapters, sibling rivalry ensues, and orange you gonna be glad you red it. On the sunny side, it'll let Fluttershy demoonstrate that ~~love~~ copious amounts of sex conquers all.

Prologue: A Strange Mission

On behalf of Princess Celestia of Equestria, your presence in Canterlot for an audience with Princess Celestia of Equestria is requested. Travel has been arranged for today at Noon.

“O-Oh My! What could this mean?” Fluttershy asked herself, looking the immaculate handwriting over for a third time. She couldn’t believe that the princess wanted to meet with her. Maybe it was to ask her to tend the Canterlot Gardens, or to ask her to take care of Philomena while the Princess was off on diplomatic business. No, it was probably to punish her for ruining the garden during the Grand Galloping Gala, or to scold her for somehow hurting Philomena. Oh well, at least she knew that the Princess was fair… if that was in fact a good thing.

Fluttershy began obediently packing her things, and trying to imagine what the Princess had in store for her. Her thoughts flip-flopped between positive and negative outcomes, but she couldn’t figure out which one was more likely. She had a natural talent for gardening, but so did a lot of other ponies. She had done a lot of things that the Princess might have found annoying, but she didn’t do anything that Pinkie Pie or Rainbow Dash hadn’t bested, or is it worst-ed? She visibly shrank as the chariot pulled by two burly royal guards appeared.

“Are you Fluttershy?” the closer of the two guards asked, his voice far louder than necessary.

“I… Um… Y-Yes… If that’s okay, I mean.” The yellow Pegasus pony said, shying behind her hair

“May we take your baggage?” the second guard asked as the first pulled out of his harness.

“N-No… I can get it, I mean, if that is um… I’m sorry…” Fluttershy mumbled, the guard picking up her two bags anyway. He placed them in the chariot and ushered her into it wordlessly. She followed his instruction and sat in the lonely, roomy interior.

The trip was a fairly long one, for a trip to Canterlot. The Ponyville weather ponies had been preparing for a large storm, and the guards had to fly at low altitudes to prevent any disturbances. When they arrived, Fluttershy had worried herself into a fitful state. She was shivering with worry as she dismounted the carriage, and she walked cautiously through the spacious halls of the castle. She was told to meet the princess in one of the castle’s tower-suites. It was a long walk through the desperately lonely halls; the only creatures visible were the ever-present royal guards that seemed to be in front of every other doorway. Every time a pair of them set their steely gaze upon her, she instinctively sped up. She reached the suite, which was surprisingly unguarded, and walked up the long spiraling staircase. She reached the top and entered to see the Princess of Equestria herself relaxing on the bed as she read some royal correspondence.

“Hello, Fluttershy. I’m so glad we could meet.” The princess said, in a tone neither happy nor sad, simply a tone indicative of her earnest appreciation of their meeting.

“U-Um… H-He… Hi,” the meek little pony said.

“I bet you wonder why brought you here.”

“Actually, um… before that… If it’s okay… I’d like to apologize for whatever I did… if I did something. Did I do something?” Fluttershy stumbled, her reaction eliciting a chuckle from the Princess. Celestia rose from the bed and walked over to the pony, who accidentally fell onto her forelegs and began quivering.

“No, my little pony. You did nothing that requires apology.” Celestia said, watching Fluttershy go from panic to mild intimidation. “Yet” she finished, smiling. She paused for a second, some sadistic part of her enjoying the panic she was causing until her conscience compelled her to set the record straight. “Don’t worry. I was just kidding. I've brought you here harboring no ill intent, my little pony.”

“T-Then did I do something g-good? Or okay? I-I'm sorry... I'll be quiet now."

“Among the myriad of wonderful things you have done, I actually am meeting with you to ask of you one more deed of kindness.” The princess said, circling Fluttershy. Her motions would normally intimidate someone as meek as Fluttershy, but the way she carried herself seemed to be calming in a way the smaller pony didn’t understand. “I have a very special job for you, and I know that you are the perfect pony for the task.”

“I-I am?” Fluttershy asked excitedly, a small blush spreading across her face as she realized she had unconsciously been staring at the princess’s flanks, her vision unconsciously focusing on the area between her thigh and tail with every circle.

“Yes. Because you are a very mature pony, and I know that there are things that are happening to you that you don’t understand. I know why you have been staring at my rear like that…” the Princess said, almost seductively

“Princess! I have no idea what you are talking about.” Fluttershy exclaimed, hiding her face behind the forelock of her mane.

“I’m sorry. I didn’t anticipate that my bluntness would have that effect on you.”

“Oh, I um… I blush a lot. I’m sorry. …a lot of things embarrass me. I-I'll try not to be so embarrassed, if you'd like” Fluttershy said, trying her best at a smile, despite the rose shade of her cheeks.

“I didn’t mean that, my dear.” Celestia said, smiling and meeting the pony’s gaze, “I was talking about your absolutely adorable wings…” Fluttershy craned her neck around to find her wings at full attention, something that had only happened once before to the now terrified pegasus.

“A-Ah! I’m so sorry. T-That’s so embarrassing. Rainbow Dash told me that this means that you want to ...to," she froze momentarily, assembling all of her courage, what little bit remained, "…have sex.” Fluttershy explained, her lower eyelids twitching with the first signs of oncoming tears.

“It’s entirely okay, my dear Fluttershy. There is a time in everypony’s life where things like this happen. Trust me, I’ve seen worse happen.” Celestia mused, “Like the one time that colt drop… Never mind that, it’s a story for another day. Anyway, I want to make sure that someone will have the preparation to deal with the other ponies’ problems as they come of age, and seeing as you are the eldest in your group…”

“Y-You want me to do this?” Fluttershy asked, nudging toward her wings.

“No, there is a little more than that to it…” Celestia said, “Let me show you, if you don’t mind,” her voice almost seeming to playfully mimic Fluttershy.

“Well… um…” Fluttershy said before the Princess reached out and applied pressure to the axillaries of the timid pegasus’s wings. “Oh princess!” Fluttershy exclaimed, entirely forgetting her previous thoughts. Her brain went crazy. This feeling was better than anything. Better even than being with her friends. “W-What are you doing?”

“I’m merely showing you what I want you to learn.” Celestia explained, her hooves working out kinks in the pony’s spine that only years of low altitude flying can create. “Oh my, you are so tense. Let me work some of these out.” Fluttershy felt years of cramps and soreness melt away at the princess’s touch.

“Oh, Princess. This is magical!” Fluttershy said, her once meek and quiet voice abandoning her for a loud and almost confident variant, gears inside her clicking into place as a long-dormant part of her psyche was put into action “Could you do more of this, if it’s okay with you, that is?” Fluttershy felt all of the pleasure she was feeling converted directly into confidence, creating a feedback loop of power that left her feeling ten feet tall.

“Certainly. I have to give you at least some training myself. Who knows what those crazy ponies in Ponyville would have you doing, especially that Rainbow Dash one.”

“Oh, Um. I suppose.” Fluttershy said, silently excited, her wings stretching as much as their membranes would allow as the princess finally moved away from them.

“Now what I am about to do is something that you can’t do to everypony. This is something you should only do with ponies that you like very much. Of course I am just demonstrating so…”

“Do you like me very much?” Fluttershy asked optimistically. The princess paused, somewhat confused. She was about to answer when she looked into the smaller pony’s eyes and saw the pure unbridled hope therein.

“Forget this stupid ruse! Yes I like you. Why do you think out of all of the ponies in Equestria, I chose you to teach how to please a mare?” The princess said, her own wings flaring out as she eyed Fluttershy’s damp plot longingly. “I’ve seldom met a pony, let alone another mare, that has really caught my eye like this. It's taken a considerable amount of resolve to establish this somewhat weak pretext before having my way with you. I have no idea why I feel like this”

“Why no other ponies make you feel this way, or why I do?” Fluttershy asked, beaming.

“The second. There have been two other ponies that have caught my eye in similar ways. My sister Luna has a special place in my heart as only a sibling can, and my dear student Twilight Sparkle never ceases to show her devotion to learning. But you give me this feeling deep down, ever since you apologized to me after the Grand Galloping Gala… It was in your voice. And then it was in my dreams, and for months I couldn’t keep you out of my mind! I've seldom felt this desperate.”

“O-Oh My. Really, Princess?”

“Yes, my dear. Now let me please you! I’ve been waiting for this for almost a year. I apologize if I'm a little overzealous, but even I need to let go sometimes.”

For the next several hours and into the night, the entranced princess gave the little pony the most extensive education on all things pleasurable. Fluttershy, emboldened by the princess’s lust for her begged the princess to stay with her, despite their collective exhaustion. Celestia agreed, and they slept in each other’s embrace.

“Good morning, Princess!”

“Ah, Good morning, Luna…” the princess said, opening her eyes, “Wait. Where am I?” she asked, realizing that she was not in her royal chamber with her sister. Her gentle smile instantly disappearing as she froze momentarily, even her mane static for several long seconds.

“I-I’m not Luna… But if you um… if you want, I could pretend…” said the smaller pony, already awake and staring down at the most royal of countenances, still emboldened by her previous engagements.

“Oh, Fluttershy. That won’t be necessary.” The princess said, grinning, “I was really hoping all of that hadn’t been a dream.” The yellow pony looked away and stiffened a little.

“Well… um… Princess, I-It was very real…” Fluttershy mumbled, her tail swishing back and forth idly as she tried to maintain her composure.

“In that case, I do believe that you do deserve to be thanked.” The princess said, entranced by her total recall of the last night. She gently escaped her sheets and rose to her hooves.

“But I barely did anything! I-I would prefer to earn my thanks… I-If you don’t mind.”

“I’m not sure I’m going to be able to handle more of that just yet.” The princess said, taking a deep breath. “You gave me the best night of my life. Of the hundreds of encounters I have had of a sexual nature, you are of the very few who have satisfied me, of the even fewer who kept pleasing me after they were satisfied, and the only one ever to well… I’ve never used my horn that way.”

“Princess, I only did what you asked… until the horn part that is… It just um… seemed right.” Fluttershy explained. “If anyone deserves thanks, I think it should be you… I learned so much… and I have never felt so good…”

“Well, I think I may have more to teach you if you wouldn’t mind coming back sometime to spend… a week or so here?”

“A-A week? As in like seven days? T-that would be a long time. I’m not sure if I would be able to take that much…”

“I would like to try it sometime. If that is okay with you…” The princess said meekly, playfully imitating her new student.

“Anytime, my princess.” Fluttershy promised, giggling to herself at the role reversal.

“But I regrettably will have to leave you. I have a sun to raise, and a very busy day. I hope that I am not leaving you too abruptly.”

“N-Not at all, Princess. But if you wouldn’t mind, Would you maybe... I mean... could I possibly get a... g-goodbye kiss? Please?” Fluttershy asked, feeling that confidence from earlier starting to wear away.

“It is the least I can do.” The princess said, walking over to Fluttershy and placing her muzzle against the smaller Pegasus pony’s. The world spun for Fluttershy as she watched the princess walk slowly away. She was issued one final command as her lover and teacher left. “I expect you know what to do when you get back to Ponyville…”

Author's Note

Now rewritten a little bit. Hopefully this will iron out/explain some of the previously unprecedented character dynamics, and hopefully establishing Flutters' sexual confidence in a more concrete and acceptable way.