Keep Calm and Pleasure On.

by RapeTrain-Express

Rating: mature
Tags: Fluttershy, Sex, Random, Discord, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe
Length: 4954

Fluttershy learns a few interesting things with Discord.

Fluttershy tries to befriend Discord and in turn learns about a new type of friendship.

Based off the preview of the new episode.

Published 2013-01-19 03:30:01 UTC
Last updated 2013-01-19 03:30:01 UTC

Dat Plot and all its plotholes

Discord watched with a sly grin as the front door got closed, leaving him and Fluttershy the only two beings in the house. As his eyes locked onto the backside of the timid yellow Pegasus, his chaotic mind started to fill with naughty yet chaotic thoughts.

To enjoy the element of kindness anyway he wanted almost made up for all the time he was stuck in his stone prison. He actually wanted to enjoy her more than the rest of her friends. Back in the maze some time ago, Fluttershy was the only one who resisted his manipulation tactics, which in turn, caused him to cheat. Whatever gods above deemed this encounter to take place again, must have had a sick sense of humor.

He could easily poke her skull and turn her into a colorless pony, but Discord wanted to take a different approach with her. What she lacked was corruption in her being. She was a virgin, a pony ripe for the picking. He could easily manipulate her mind and turn her into a very naughty pony, yet he wanted a more fun approach. He wanted to make her pay for being a very naïve mare. Her first mistake was being left alone in the same room with a spirit of disharmony who just came out of his stone prison.

He also needed to be careful to not let the rest of the elements interfere with his alone time with her. Turning his attention to the windows he quietly snapped his fingers and turned the glass panes into an unbreakable gel-like substance that prevented any sound from escaping. Next his focus would be to bar the door firmly shut so Twilight’s pesky magic couldn’t counter it. Before he could attempt to bar it, Fluttershy started to turn around and Discord quickly turned his attention to his nails and quickly conjured up a nail file to use. At the corner of his eyes, he could see the accursed necklace that was his one true weakness. He wanted to simply snap his fingers and be rid of it forever but even his god-like powers couldn't touch the necklace itself. Disregarding it, he focused back on the yellow pegasus staring at him.

“So Fluttershy, I heard you say to Twilight that the key is to befriend and be kind to me…” Discord said in a nonchalant like manner that expertly masked his dark intentions.

“Oh yes. A little kindness and friendship can bring the best out of anypony.” She said softly as her pink mane bounced with a nod of her head.

Discord just shrugged as he heard her answer. It was a nearly perfect answer befitting her element. Of course all things have a dark side to them. Kindness could easily be turned into something that was kind to one part of his chaotic body, and friendship could be taken in many different ways…

“Tell me Fluttershy, do you know why Tia and Loony rule over you ponies?” Discord asked her.

Fluttershy felt the air get colder as Discord rose from his couch and stared at Fluttershy like he was peering into her mind.

“B-because their alicorns?” She said softly.

“Why it’s much simpler than that. It’s because they are two sides of the same coin!” Discord gloated as she conjured up a simple bit.

Fluttershy took a look at the bit and notice it was spinning around on the tip of his claw. On both sides he could make out the indents to be both Celestia and Luna. She could tell that they had a regal look to them. While Celestia’s side looked upwards, Luna’s side looked downwards.

“One rules the day while the other rules the night. They keep the land in balance and prefer to keep it that way…yet in the dark corners of their minds rest a small, itty-bitty voice. Would you like to know what that voice is?” He replied as he used his free hand to conjure up a simple spell.

Fluttershy turned her attention to his talon and noticed it was glowing an eerie red color that almost looked like the color of blood. If she hadn’t learned to deal with deaths from animals, she would have been more afraid of it. She eagerly watched his talon move above the spinning coin and for a quick second it glowed bright red. Fluttershy quickly noticed the once calm and tranquil images of the princesses were changed into grinning and small eyed replicas.

“There exists a touch of chaotic in all of us my little pony, sometimes the chaos takes the form of something called lust my dear….Sometimes that lust takes the form of that little voice, telling you to do many naughty things to many little ponies.” He said in a deep tone as he stood up and on his legs.

Fluttershy went quiet as the cold air only got colder and the room seemed to get smaller. Before she could utter a response, Discord flicked the bit as the door behind her and turned the once wooden door, into a stone slab that had the same grinning smile of Princess Celestia on it while the outside just remained a simple wooden door to avoid detection from the other elements.

“I’m pretty sure you understand where I’m going with this right…” He said as he turned his talon towards Angel and zapped him, turning him into a small cactus.

“Wait! But I’m offering you kindness in return for not being turned into a statue again!” Fluttershy said backing up into the stone slab.

“Oh but I am taking your kindness Fluttershy. I’m also taking something else from you. You see my little pony, there’s a certain air about you. You're so very kind and oh so naïve…yet those traits put me in a prison last time. This time, I don’t plan to under estimate you…” Discord got ready to snap his fingers for his next trick.

FLuttershy started to get very worried. Before he was just being a mischievous spirit who just pulled silly pranks. He was something different. That humorous behavior he had better was gone and replaced by something else. It scared Fluttershy enough that her legs started to tremble, barely supporting her weight. She was starting to regret giving Discord the chance to change.

“Don’t be scared Fluttershy, I’m just going to show you a different version of kindness…”

With a snap of his fingers, Discord magically removed her mouth from her face and let it hover in the air. Fluttershy stared in shock as she saw her pink lips hovering in the air. Thinking it was just a prank, she felt around her mouth area, and realized he actually removed her mouth. All she felt was the slightly smooth roundness of her face and her nose.

Discord simply floated the lips to the nearby cactus and placed them on it. Taking a second to see how bare it was, he snapped his fingers again and gave the cactus a big, black mustache, and a sombrero.

“Now that loud mouth of yours is out of my way…how about I teach you something about how I am kind to little ponies.”

With another snap of his fingers, he quickly disappeared and then reappeared wrapping his snake like body around her. Fluttershy started to panic and tried to scream, yet no voice escaped her. As quickly as she started, she stopped once she felt his talons run glide against the back of her neck, while his lion paw glided over her stomach and slightly firm nipples.

“My my…the air around you seems a lot less clean now that I’m holding you…I am truly surprised that you never been in the company of a stallion…or any mares for that matter as well…”

Whispering his words into her ear, he moved his talon from her neck and up to her head where he started to look into her mind, regarding any sexual encounters in her life. Peering into it, all he saw was innocence without any form of corruption. She was the picture perfect mare it seemed. Loving and supportive parents, friends with almost every pony she ever met, and to top it all off, she never even touched herself in all the heat cycles she went through.

“You poor, poor thing you. It shows you’re good friends with the other girls but you never shared an intimate movement with any of them. No wonder you stink of innocence…” He grunted out as she conjured up a clothes pin and pinched his nose shut.

Fluttershy just whimpered quietly behind her throat and just shuddered at his touch. Yet there was something odd about the way his lion paw was rubbing against her breasts. It felt wrong but it was also soothing in a way for her, and to top it off she felt a strange feeling in her stomach.

Discord grinned at the trembling pony and wanted to keep playing into her mind. With yet another snap of his fingers he started his next spell. With a burst of magic, a small magazine that had the words “Playpony* On the top of it, appeared in front of her eyes. Below the words was a picture of a lavender pony who Fluttershy quickly recognized as Twilight. Yet there was something different about her appearance, mainly the fact that she was laying on her back looking upwards with a rather seductive expression on her face. Noticing that her hooves were also neatly placed across her lower area, preventing any ponies from seeing her lady parts.

“It’s a shame you are not adventurous like your friends are. They have embraced their naughtiness on several occasions…”

Using her magic, Discord opened the book to the first page which caused Fluttershy to gasp voicelessly. What Fluttershy didn’t know was the book was actually something that Discord made for himself in his stone prison. Though his body was a rock, his mind was able to create items and ponies in his space to play with. One item was created after his encounter with the Elements for the first time, which was a simple porn magazine of them. Sadly because he didn’t have control of his body, he could never enjoy the pages like he wanted. The upside was he never had to deal with sticky pages.

“For example you know Twilight has a love for books and knowledge. Did you know that she had a rather special book in her room she loves to play with?” Discord said as he flipped to the first page.

Fluttershy quickly looked over the vulgar image of Twilight sitting on the outside part of a very large book, while rubbing her wet pussy on the edges of the hard cover. Though she was expecting the image to be still, Twilight was actually moving in the picture, slowly grinding her hips to provide pleasure for herself.

The odd feeling that was in Fluttershy’s stomach was now starting to grow into a small heat as her innocent eyes couldn’t seem to look away from the image in front of her.

“A very knowledge mare like her knows what she wants. Why don’t you tell her how it feels Twilight?”

“Fluttershy…” The picture Twilight moaned softly.

Flutttershy continued to get surprised at the spell playing out before her.

“It feels sooo good Fluttershy~ Nothing is more pleasurable then taking your favorite item and satisfying yourself with it!~ I bet you have a favorite item you would love to try on yourself one day…Why I think that butterfly net I once saw would be perfect for a mare like you. It long yet small, and has a nice round edge so you don’t hurt yourself~” Twilight moaned rubbing her cunt faster against the edge.

Fluttershy started to picture the net Twilight was talking about. She was right about it being long. It was about the length of her and would very much so fit into her tiny crotch if she wanted it to. Quickly realizing her perverted thoughts, Fluttershy tried to look away but found her face held by magic, forcing her to watch. Without a word, Discord flipped the next page over.

“Well howdy sugarcube~” A very sultry Applejack greeted her.

Fluttershy felt her forehead head starting to heat up at the new image before her. It was a simple image of Applejack standing up against an apple tree with her butt facing Fluttershy. Down below she saw an odd metal item that forced her legs open and held them in position. Fluttershy felt her cheeks flushing as she also saw an odd thing poking towards Applejack exposed butt.

“Sometimes it’s not about your favorite toy that can make you happy but rather your family Fluttershy…Come here big brother and show little mare what I mean~” Applejack said directing her voice at Fluttershy for one second and then looking over her shoulder as the weird thing at the side of the picture.

Fluttershy stared wide eyed as the object started to move and then Big Mac came into the picture wearing it. Fluttershy quickly recognized it as his massive member and it was thanks to learning about pony anatomy in school that she knew what it was. She watched helplessly as Big Mac put his hooves on Applejack’s flank and started to rub his love sausage against his sisters packaging department.

“Come on big boy~ Show the mare that we ain’t afraid to tussle~”

With that said, Fluttershy gasped as she watched his throbbing erection enter Applejack private area, in which she let off a carnal moan. The heat in her stomach was starting to travel down her body and enter her lady parts which made Fluttershy very uncomfortable.

“You see my little pony? Everypony has their little past times they like to enjoy by themselves or with somepony else. Shall we continue?” Discord said inside of her ear as his lion paw moved from her body to his growing erection and started to stroke it.

Fluttershy knew it was wrong to be seeing her friends like they were, but something inside of her wanted to see what her other friends were like. With a nod of her head, she waited for the next page to be flipped. With a turn of the page, Fluttershy stared at the image of Rarity. In the background Fluttershy saw various items that were coated in black and looked painful to be hit with. On Rarity’s coat was a similar black item that mainly covered her whole body with the expection of her exposed backside and her face. She started to recognize the substance as latex from which she when she had to wear protection when she washed any animals that were sick and couldn’t take care of themselves.

Nearby the clothed Rarity was the image of Pinkie Pie hanging in midair with a rope tying her front hooves together, from the ceiling. She also noticed a weird red ball stuck inside of her mouth. What really caught her off guard was the red marks across Pinkie’s fur yet she was smiling even with the ball in her mouth.

“Darling! It’s a pleasure to see you…Say hello to our special guest Pinkie…” Rarity cooed at Fluttershy and then used her magic to take the red ball out of Pinkie’s mouth.

Heya Fluttershy! Are you here to have fun too!?” Pinkie piped up at her.

“Pinkie you’re not supposed to be in this image!” Discord said a bit surprised as he noticed her.

“But it’s fun! I’ve seen the Cakes do this a few nights and wanted to try it out!” Pinkie said back to him.

“I’m not even going to ask…” Discord said with a facepalm and just flipped the page.

Fluttershy was clearly confused but she didn’t have a mouth to ask about it. Instead her eyes saw the next image of longest friend Rainbow Dash. Just from looking at the image, Fluttershy felt her throat starting to go dry, while she felt a cold wetness running down the back of her legs, which caused her to fidget a bit.

In the picture was Dash, smiling with a red face, and though she took up most of the image, Fluttershy could see about 12 dicks of different sizes and colors around the edges. Fluttershy quickly saw 2 of them were stuffed inside both back holes of Dash, while moving in and out of her at rather fast speeds.

“Sup Flutters! Nice to see you’re coming out of your shell finally. Once you do, it will open your world to MANY possibilities!” Dash said and she grabbed 2 different dicks with her hooves and started to stroke them nice and fast.

“You should try and play around with every stallion or mare you can find Flutters, heck I won’t mind sharing a small fling with you once and awhile. Hey you! Are you gay or something!? Get your candy plot over her and give my mouth something to suck!” Dash said sultry to her and then changed her tone to a rather demanding one as she spoke staring off the page.

“Yes ma’am!” A rather cheerful voice spoke up as the outline of a yellowish country pony moved into view. Fluttershy quickly remembered the voice as Braeburn from her visit to Appleloosa.

As fluttershy watched the thick erection go inside Dash’s mouth and down her throat, both her and Dash moaned. The heat in Fluttershy was now at a point where she felt like she was in heat. Though she was used to the feeling when her cycle hit, this feeling was something much more intense and carnal. Watching her best friend getting plowed recklessly and loving every second of it, started to trigger something in Fluttershy’s mind. How did she not ever enjoy any of this like her friends did? She was starting to crave the feeling and felt ashamed for her new lust towards it.

Discord just watched the little mare tremble with sexual frustration as she started to fidget and move more and more under his hold. The images he was some accustomed to seeing always made him happy and knew he could actually enjoy something for real. His now fully erect member was now poking at Fluttershy’s gut, yet she paid no heed to it, or was just unaware of the twitching love meat brushing against her.

“Do you hear that little voice talking to you Fluttershy? I bet it’s telling you to fix the little leak around your special area hmmm?”

Discord moved his lion paw forward and let it ride up her stomach as to her neck. Fluttershy melted like putty under his light touch and it only drove her senses further.

“I got one last image you should see.”

Turning to the last page, Fluttershy froze and looked at a picture of herself. Around her neck was a chain collar being held with a griffons talon. At first she thought it was a griffon but she quickly noticed the lion paw rested against her cutie mark and she knew it was Discord. What really caught her attention was the large member plowing her tight love button. Seeing a picture of herself being fucked like she was, almost sent her body over the edge. The look on the other Fluttershy’s face showed she was in eternal bliss, and it was almost like FLuttershy herself could feel the rough fucking at her back side.

“That could be the real you Fluttershy. You could be feeling that wonderful sensation throughout your little body. Everypony knows you can be a helpless pony from time to time Fluttershy, but this time you can be a helpless pony who enjoys it.”

Discord knew she was in deep enough to not say yes to her. He could smell the need on her body and even felt the heat brushing against his erection. Fluttershy wanted to speak but her mouth was still attached to the cactus at the corner of the room. Of course she didn’t need words to say her desires. Fluttershy nodded her head, and gave off a soft mhm from her throat.

Flutershy quickly felt the large erection ready to enter her and she simply wiggled her hips and waggled her tail to show how eager she was to feel the need suppressed within her body. Discord of course, was happy that the once timid mare quickly wanted to give into her new found desires. Quickly moving his hands to her sides, he got ready to break her in. As her tail brushed against his body he gave his hips once hard thrust and punched it fully inside of her. Even without her mouth, she let a very deep moan echo in her throat as her new friend made its way into her tight cavern.

The tightness of her was something out of legend. Discord knew she never touched herself which only seemed to add to it. Considering she was also a pegasi that preferred to walk rather then fly, it gave her buttock a bit more muscle which only further added to the tightness of her. Even though it was her first time, she ignored the pain in her backside and readied for the pounding she was about to receive.

Slowly moving his hips back and forth, Discord could hear her voice trying desperately to leave her throat. Turning his attention back to the cactus, he got another genius idea.

Does it feel good my little pony? So many years of not giving in to that little voice and now you’re listening to it. I bet that little voice is telling you to enjoy this much, MUCH more…”

Moving his left hand away from her body, he snapped his fingers and a new object appeared floating in front of her mouth. Though her eyes were starting to get half closed, she could focus on the floating object.

Again she had her anatomy knowledge to thank her for what the object was, but what she didn’t know that is was shaped to be a dragons dick. If she knew that one of her worst fears was about to travel into her mouth, she would have had a heart attack. Looking over the black appendage, she felt the need grow inside of her even more.

Another thing about the floating dick was it was actually part of Discord’s body. Though he had his member stuffed
inside of her, he was able to create a second one for the added pleasure. While he rutted heard backside, she could provide him with a blow job and it all would trigger into his real member. Being a spirit of chaos and disorder, he could bend realities to his will and make whatever impossibilities true.

“I’ll give you control of your mouth again if you be a good girl and suck it.”

Fluttershy simply nodded her head yes and just wanted to feel the life-like texture dance around her mouth. Doing as he promised he relinquished control of her mouth back to her, though without moving it from the cactus. He would put it back on her face, but there was another being that was going to taste his dick. The little annoying rabbit that tried to pester him for its stop back was going to feel the dick inside of him as well, whether he liked it or not.

“Open up my little pony~”

Fluttershy obeyed and slowly opened her mouth for her next visitor. Starting to rock his hips more, he used his magic and moved the floating erection into Fluttershy’s mouth. Discord felt his whole being shake with excitement as she moaned into it, and it only gave him much more energy to plow her relentlessly.

Fluttershy wasted no time in letting her tongue travel along his dick, and moved her muscle around like a greedy pony licking at a lollipop. Discord hissed with excitement under his breath as he timed both the thrusts he was giving her, with the movements of the erection in the air.

Slowly and surely, the erection in her mouth started to go deeper and deeper until she was at the point of deep throating it with rather relatively ease with actually surprised Discord. Even though he had control of both members, the constant feeling from her hot tightness and her tongue started to drive his over the edge. Both members were pulsing with life. Both twitched uncontrollably as he went faster and harder into her. The orgasm came quick, but he needed the relief just as badly as she did.

Not pulling his erections out, he filled both her throat and her twat with his chaotic seed. Every spurt of jizz he put into her, sent a jolt through his long spine. He had so much pent up inside of him from all those years stuck in his stone prison. The spurts came in waves, and Fluttershy couldn’t swallow the large amount traveling into her mouth. As he finished, he poofed away the floating dick and spoke once again.

“You’re a lucky mare Fluttershy. I maybe the type to take what I want and not give anything in return, but you deserve to get off…”

Fluttershy quickly realized she hadn’t had her climax yet, and his words only made her want it even more. Though he just came inside of her, he was still hard as a rock. Being stuck for so long as he was, he was far from over with her. Quickly turning his eyes to the cactus, he couldn’t help but chuckle his seed dribbled down her lips, and over the rough skin of the plant. Unraveling his body around hers, she fell to the floor and landed in a rather large cum puddle with a soft splash.

“Now my little pony, how about you take over.” He said as he quickly teleported to the long couch and laid on it.

Though her legs felt like jello, Fluttershy forced her body up and turned her face to look at Discord. She saw he long body sprawled out on the couch, with his hands behind his head while he eagerly waited for her. She looked at his erection and noticed it was slightly coated in his previous labors, and it only made her want it that much more. Swallowing a bit of cum in her throat, she trotted to the couch and climbed onto his lap. Pushing her haunches on his lap, she pressed the gooey rod against her stomach and began to use her hooves to gently massage it.

“Ohhh~ Seems my little pony is eager to please me~”

Though she felt the erection in her mouth before, she eagerly started to move her body so her burning cunt was hovering over his erection while her head rested on his chest. Discord could feel his previous orgasm still dripping onto his member and knew it was only going to get better. Moving a bit of her mane away from her face, she pushed her heat onto his erection and gasped as she took it all in.

Fluttershy’s body froze for a second as she greeted her friend for a second time. Though she felt the full length of it before, this time it felt deeper and larger inside of her. Even with her mouth still attached to the cactus she let out a deep moan of pleasure.

“Hm hm hm…Seems pleasuring your mate comes naturally to you. Looks like I did you a favor…”

Leaning his head back against the couch, Fluttershy used her wings and floated her body up a bit only to push back down and land on his lap. Discord couldn’t help but smile, knowing he released her hidden nature. Turning his attention to the cactus again, he took off the spell which bond her lips to the cactus and put them back on her face.

“T-th-thank y-you!” She stammered out and she continued to flap her wings and ride the bull.

Discord grunted in response and simply put his hands around her cutie marks and took back control of her. Fluttershy moaned and her wings went stiff as he went faster than what she was going. He could see tears in her eyes, but knew it wasn’t from any pain. He knew she was enjoying the new feeling so much it actually made her cry from it.

“D-dis-cord…I-I’m about t-to…” Fluttershy moaned loudly as she felt a very much needed climax beginning to surface.

Hearing her voice starting to crack, Discord made her body bounce harder and faster on top of her. He could feel her tight walls starting to squeeze around his member and it made him start to peak again. Her voice hit a near glass shattering point as she climaxed on top of him. To her it was the greatest feeling ever, and she didn’t want the sensation to go away, and for a few extra seconds, she continued to bounce until Discord gave off a 2nd orgasm.

“Th-thank you…” Fluttershy whimpered starting to feel very tired from her first ever sexual experience.

As Fluttershy slowly moved off of his erection and laid her head against his chest, while humming something softly. Discord was simply happy he managed to get a piece of pony after being denied it for so long. Yet his erection was still hard as ever. 1000 years of being cooped up wouldn’t go away with 2 simple orgasms, No, he would settle for 10 more at the least. Considering there was 5 more ponies outside, unknowingly waiting for him, He knew he could take care of it with ease…