Burning Up

Rainbow Dash seized onto her friend like a madmare. The innocent yellow pegasus tried to break free, but her friend appeared to be possessed by some powerful force, making her seem several times stronger than she actually was. Fluttershy could feel herself flipped over onto her back. She tried to kick, but the rainbow pony grabbed her legs and spread them apart. This gave her a good view of Fluttershy’s folds, wet and inflamed from her earlier work. With a very aggressive look in her eyes, Rainbow Dash licked her lips. It was like her friend was a delicious food ready to be eaten.

“Rainbow Dash, don’t! Wait!” The yellow pony cried. Her friend didn’t listen. She darted her face forward and buried it into the folds. She had tried to be gentle before, but not anymore. With her snout shoved into the slit she extended her tongue and licked at the insides. Fluttershy let out a cute squeak at feeling the tingling return. Her legs twitched as the rainbow pony’s tongue roughly stimulated her sensitive flesh. Rainbow Dash’s tongue began circling around the folds, teasing the sensitive outer edges. Fluttershy began to squirm, her hips twitching towards her friend’s face without her permission. For some odd reason, her juices tasted really sweet to the rainbow pony now. It was like fuel to the fire that was burning inside of her. All the rampant stimulation caused her button to emerge from its hood. Upon seeing that, Rainbow Dash instantly went after it. Her tongue began running along it, flicking across the sensitive nub. Fluttershy squeaked with every single touch of the pearl. Her front hooves were over her mouth as her hips were now grinding against the rainbow pony’s face. Her friend wrapped her lips around the bud and began sucking while her tongue continued licking at it. Fluttershy practically screamed as she felt a jolt of pleasure shoot up her body. Her head shook back and forth as her body arched. She could feel a throbbing deep inside of her, threatening to erupt. She had no idea what it was, but her body was screaming for it. Rainbow Dash released her however, causing the yellow pony to collapse. Her juices were now dripping out of her and her insides were twitching, as if beckoning somepony into it. The rainbow pony licked her lips, collecting the excess juices. Desire had completely consumed her brain and she could think of nothing but the painfully throbbing organ in between her legs. She sat up and lined her hips up with her defenseless friend. The head of her new shaft poked at the yellow lips, her piercing stud going in before everything else. She was so eager to be inside, to feel that tight canal coil around her. Fluttershy felt it however and snapped out of her haze. She instantly tried to squirm away and escape. The rainbow pony grabbed her by the hips, preventing it.

“No! Please, don’t!” She shrieked. “Don’t do this! You’re my friend! Don’t hurt me!” The screaming of her friend seemed to awaken a part of Rainbow Dash that had been buried by desire. She suddenly felt very guilty...but couldn’t hold back for much longer.

“Please Fluttershy.” Rainbow Dash said, doing her best to not look like a hungry predator. This caught the yellow pony’s attention, who calmed down and began to listen. “I can’t hold back. It’s so hard it hurts. This is the only way it can go back down. I don’t want to hurt you but...but...” She could feel an especially powerful throb go through her rod, practically making her cringe. “I...can’t hold back...I have to do this, please!” Fluttershy suddenly appeared full of pity. She had been so afraid she hadn’t bothered to think of what her friend was going through. She obviously wouldn’t do this unless she couldn’t control herself. Rainbow Dash’s face did indeed look as if she were in pain. Her hips were shaking, desperate to thrust inside. She wanted so badly to pound away at her friend, but she held back with all of her might, which was crumbling rapidly. Fluttershy sighed and managed a small smile.

“Okay.” She said. “You are my friend. I love and trust you. I guess...it’s better for you to do it than somepony else.” Rainbow Dash flinched, feeling her heart leap into her throat. Now she felt absolutely terrible. A few moments ago she was ready to pound away at her friend, whether she screamed for mercy or not. The very thought of that now...almost made her cry. There was another painful throb and she almost thrust her hips forward, but stopped herself, barely. The head of her dick was now in the entrance of the folds. Feeling the boiling insides and the juices coating her was about to drive her insane.

“I...I can’t...” She said through gritted teeth, beginning to lose herself again.

“It’s okay.” Fluttershy said, grabbing her friend and wrapping her in a hug. The rainbow pony was now lying on her friend, feeling her warmth and fur. “Go ahead...just be gentle.”

“Okay...” Rainbow Dash said weakly. As gently as she could, she slowly began pushing herself inside. The yellow pony beneath her cringed, feeling the hard rod parting her insides. The deeper the rainbow pony shoved inside, the better it felt. She wanted to feel the hot insides coil around her entire dick so badly, but she held back, being as gentle as she could be. As she was inexperienced, she couldn’t really tell when she got to her friend’s barrier. She pushed right past it, breaking it. Fluttershy shrieked and gripped Rainbow Dash even tighter with her hooves. She felt terrible pain inside of her as her blood began to flow.

“It...it hurts...!” She whined, tears forming in her eyes.

“I’m sorry...” Rainbow Dash said, her teeth gritting. She didn’t stop however, pushing her shaft right through and even deeper. Fluttershy continued to shriek each time it moved. “I’m sorry...I...can’t...” Finally, the rainbow pony reached the bottom. She shivered, feeling her entire erection rest inside of her friend. She could sense the yellow pony’s heartbeat through her sensitive flesh. Rainbow Dash’s hips quivered every few seconds, practically begging her to thrust away. She managed to hold back, not wanting to hurt her friend. Fluttershy cringed for a few moments, allowing her pain to subside. As it began to go away she could feel Rainbow Dash’s new dick inside of her. It was large and hot, making her feel very full. The sensation of it began to change from painful to a tingling. The yellow pony then looked at her friend’s face. She had a pained expression as she held herself back. She felt pity for her again. She nuzzled her face against her friend’s cheek.

“You can move.” She said. “But please go slowly.”

“Okay...” Rainbow Dash said. She slowly began pulling herself out, desperate for some relief. She could feel the canal clamp around her as her dick moved, almost as if it were sucking her on her way out. She stopped when only the head was inside. She then began pushing it back inside; going at what she felt was a snail’s pace. Fluttershy cringed again as she moved. It was slightly painful, but at the same time she could feel the tingling beginning to increase. With every restrained thrust the pain diminished and the tingling increased. Her body began to relax, allowing the pleasant feeling to wash over her. Rainbow Dash could feel the yellow pony’s juices beginning to coat her dick. When her insides finally felt wet the rainbow pony could wait no longer. She finally began to increase her pace, her desire finally being satisfied. Fluttershy squeaked with the sudden powerful thrusts. She could feel the tingling dissolving into pleasure. Now with each thrust a wave of pleasure washed over her. After one particularly powerful thrust Fluttershy squealed. Her back legs wrapped around her friends back. Rainbow Dash stopped, turning to her friends face. She was now panting, blushing and clinging to her tightly.

“Does it...feel good now?” She asked. Fluttershy bit her lip and nodded shyly. She was so cute when she did that. Rainbow Dash wasn’t sure why...but it made her heart leap. Running on pure instinct now, she leaned down and began kissing, licking and sucking at her friend’s neck. She also thrusted with all of her might into the yellow pony. Even though Fluttershy was puzzled as to what she was doing, her body seemed to love it. The combination of the teasing on her neck and the thrusting into her folds was sending pleasure all across her. With every thrust of the rainbow pony’s shaft juices leaked out, covering it. The ripples of pleasure across the yellow mare’s body became more intense by the second. She began to buck her hips along with Rainbow Dash’s. She whined with each stimulation of her sensitive inner flesh. Her rainbow friend’s hips began to quiver. She could feel a tingling go across her shaft and lower legs. Her erection throbbed powerfully, preparing to erupt. Rainbow Dash was losing control of herself, thrusting into her friend’s folds like a mindless animal. Fluttershy tilted her head back, feeling her climax coming. Her eyes however spotted two very red ords, staring down at her.

“Hey, you weren’t supposed to enjoy it.” Fylo grumbled.

“I can’t..I can’t...” Fluttershy groaned. She then opened her mouth and shrieked briefly before she began quivering and shaking. Pleasure flooded over her body as she clung to her friend in a tight embrace. Her juices squirted out of her in waves, coating the dick inside of her with the boiling fluids. The moment she entered her peak, Fylo slipped a collar around her neck. She succeeded it hooking it in place, despite her flailing. With the sudden added pleasure of the juices and her insides clamping around her, Rainbow Dash couldn’t hold back either. It had been building from the moment she got her new rod. The painful throbbing finally turned into a pleasurable eruption. She could feel powerful gushes erupt from her, flooding the yellow pony’s insides. Her mouth hung open and her hips twitched as the pleasure flooded through her. She felt a great release along with every gush. Both of the ponies quivered and clung together, desperately trying to prolong what they were feeling. When it finally finished they both collapsed, gasping and panting. Their bodies were covered in sweat and limp, spent from all their powerful grinding. The shaft began to retract back into Rainbow Dash and disappeared completely, the magic completely spent. She lifted her head, allowing their eyes to stare at each other.

“Fluttershy...” She said in a low voice.

“Rainbow Dash...” Fluttershy said, equally as passionately but slightly shy. As if by instinct, the rainbow pony began leaning forward, aiming their lips together. Fluttershy blushed and began leaning in as well. They could feel their breath against each other’s noses as they were moments away from pressing their mouths together.

“Off.” Fylo said flatly. With a single, casual flick of her front hoof against Rainbow Dash’s side, she went flying. She was surprisingly strong. The rainbow pony tumbled across the room, too weak to really fight back. Fylo now stood over the yellow pony. Her crimson dick was prominent and throbbing in the pony’s face again. “Why should you have all the fun?” Fylo had that devious grin on her face.

“N-No...” The pegasus whined, feeling fear grip her.

“I think you’ll enjoy mine much better...” The crimson alicorn stated, licking her lips. She began positioning her dick at the leaking folds, both juices and the semen coming out.

“No! NO!!” Fluttershy scuttled away, crawling to a corner in her house. She huddled in a ball, looking very afraid as her pussy constantly leaked. Fylo’s eye twitched.

“Seriously?” She grumbled. “You already did it once, it won’t hurt again.”

“R-R-Rainbow Dash is my friend!” The pony stated. “I couldn’t bear to see her in pain...but...but I can’t do it again! I’m too scared!!”

“But the collar...” Fylo stated. Fluttershy reached up to her neck in shock. There was indeed a collar around her neck. She tried to take it off, but it wouldn’t budge. It also felt hot, as if it were producing warmth. The yellow pegasus could feel a desire inside of her. The throbbing was back and her mind was thinking dirty thoughts. The idea of having another one of those shafts inside of her was exciting and made her shiver...but the fear inside of her wouldn’t let her go. If Rainbow Dash was being gentle...she couldn’t imagine how rough this terrifying pony could be. Also the idea of her being on top when the yellow pony was helpless...it was too frightening.

“I can’t!” Fluttershy squealed. “I won’t!” She was shaking weakly. Fylo’s eyes twitched for a few moments. She then smiled again. It was that false happy one that scared Fluttershy even more.

“I see.” The alicorn stated. “I suppose everypony is going to end up happy today but me. What a selfish lot you are.” Now a devilish look came over her face. “Perhaps you would like to know how it feels?” Her horn lit up and a bolt of magic shot out. Fluttershy shrieked as it hit her, feeling a powerful heat. It concentrated in her groin and made it feel boiling hot. She could feel something hard and throbbing beginning to grow out of her. She watched with terrified eyes as a yellow shaft of her own began to extend from her folds. It came to a full standing and twitched eagerly, ready to be satisfied.

“What...no...I...” The pegasus tried to say.

“Since you were so mean, I think you’ll just have to find your own satisfaction.” The crimson pony said gleefully. She marched over to Rainbow Dash, who was still struggling to stand. In a very gruff way she grabbed her by the hair and made her stand on her own four hoofs. The rainbow pony winced in pain. “Get your ass up.” The alicorn hissed. She then kicked the pegasus out the door most ungracefully. She turned back to Fluttershy, grinning from ear-to-ear. “Good luck!” She cried before trotting happily out the door.

“Wait...but...I can’t...” The yellow pony tried to whine. She couldn’t go outside with this thing...but the only pony who could undo it just left! She gazed down at the throbbing erection. It felt painful as it stood hard and throbbing. She gazed down at it and then back at the door several times. “What...what should I do!?!?” There was no answer.

Fylo had been silent the whole way back to Rainbow Dash’s house. The rainbow pony was as well, feeling incredibly nervous. She had defied what the alicorn asked. She didn’t know what Fylo would do. When they entered the house the crimson pony marched over to her seat and sat in it. It was clear to see that she was not happy. She had her bottom legs crossed and was twitching the top one constantly. She was glaring at the wall, saying nothing. Rainbow Dash gulped, unsure of what was coming.

“What...what should I do?” She asked nervously. Fylo still didn’t look at her. She didn’t even move.

“Do whatever you want, I don’t care.” She said callously.

“But...but I...” Rainbow Dash tried to say.

“Just get out of my fucking sight.” Fylo growled. Rainbow Dash could feel panic seize her gut. The alicorn was abandoning her, casting her aside like she didn’t matter anymore. The major problem with that was Rainbow Dash wasn’t fit to be in normal society any longer. She was now a masochist, exhibitionist, hoof fetishist and was pierced more than a pincushion. There was only one pony she could possibly be with now.

“No...please I didn’t mean to...” Rainbow Dash began, trying to beg.

“Didn’t mean to what!?” Fylo asked, finally turning to the pegasus and leaning forward. There was anger in her eyes now. “Didn’t mean to defy me in front of other ponies!? Didn’t mean to disobey me!? Didn’t mean to leave me high, dry, and blue-balled!? You didn’t mean to do any of that!? So what you were doing was actually obeying me by not doing what I said!?” Rainbow Dash cringed, now fully aware of her mistress’s displeasure.

“But...but Fluttershy...” Rainbow Dash whined. “She’s...delicate...”

“So what!?!?” Fylo shouted, throwing her hoof in the air. “You just don’t get it do you, you dumb jock!?!?” The rainbow pony cringed even further. She was practically against the floor now and actually felt horrible, as if she did something wrong. “What the hell do you think a slave is!?”

“I...I serve you...” The pegasus tried to say.

“Without question.” Fylo replied. “You don’t question me. You don’t defy me. You don’t even think. You are a tool I use. Your pleasure is obeying, being punished, and serving me. You’re not my slave. You’re just a fan. I hate fans and I don’t need them. Go do something else. I might get bored one day and want some fans.”

“No! Please! I’ll be a slave! I’ll be the perfect slave!” Rainbow Dash said, dashing over and falling on her knees in front of Fylo. “I won’t defy you ever again! I won’t even think!”

“If it was something minor, and between us, I might be inclined to believe you.” Fylo replied, looking apathetic. “You embarrassed me in front of another pony. I didn’t spend centuries of years as a statue just to be humiliated. Just looking at you annoys me.”

“Please! Please! I promise, I’ll never do it again!! I will never, ever, ever defy you again!! I will do whatever you ask, whenever you ask, no matter what it is!! Give me one more chance! Just one!! It’s all I need!!!!” Fylo tilted her head and sneered, as if she were unhappy that she was considering it. Rainbow Dash continued to beg, constantly pleading. After a few moments the crimson pony’s eye twitched.

“Just shut-up!!” She shouted. The pegasus fell silent, but stayed on her knees and looked very remorseful. The alicorn glanced out the window of the cloud house, thinking quietly. She finally turned back to the rainbow pony. The anger was gone out of her eyes, but in its stead was something chilling, as if she knew what she was about to say was heartless.

“Fine.” She began calmly. “I’ll give you a chance, one chance.”

“Thank you mistress! You won’t regret it!” Rainbow Dash shouted. Fylo held up her hoof, silencing her.

“You must do what you promised. You don’t defy me, disagree with me or even think about anything I don’t tell you to. Only then can you be a true slave.”

“I will! I swear!”

“Good.” Fylo leaned back, the cold gaze still in her eyes. “Jump out that window and keep your wings folded.” Rainbow Dash instantly flinched and went pale. Her house was high in the air, very high. Pegasi bones were also hollow and more delicate than earth ponies or unicorns. The rainbow pony had broken a wing before, but she had slowed her descent before hitting the ground. If she didn’t slow down... “Is there a problem?” The pegasus then remembered her promise. She would not question or disobey what her mistress said. She stood up and stiffened her back. She tried to appear brave, despite her queasy legs.

“No mistress.” Rainbow Dash said. “It was merely surprising.” She marched over to the window and jumped onto the sill. She folded her wings and kept them tight against her body. She took a deep breath and closed her eyes. She had to do this. She HAD to. With gritted teeth she took a tiny leap out the window, which was all she needed.

Despite trying to keep her eyes shut, she didn’t succeed. The rainbow pony stared at the ground that was rapidly approaching. Sheer panic gripped her as she could feel the muscles in her wings twitch, as if trying to move. She held them against her body with all of her might.

‘Hold...’ She begged to herself. ‘Hold...hold...hold...’ The ground was expanding beneath her, getting closer by the moment. Her wings were trying to flap, but couldn’t as long as they were pressed against her body. ‘Don’t...don’t...I can’t...I can’t...!!!!’ Every second she picked up speed and got closer and closer. Only a few seconds left now.

Five.

‘Don’t!’

Four.

‘I can’t fail again!’

Three.

‘Dammit! I’ll hold these wings down with my hooves if I have to!’

Two.

‘Hold! Hold! Hold!!!’

One.

‘I...I did it...!’

Rainbow Dash heard a thud, and then a series of loud cracks. The rainbow pony felt terrible pain, the worst of her life. It was all over her and completely consumed her. She could feel nothing else. All she could see was red. It filled her entire vision and she was otherwise blind. This only lasted a fraction of a second. The red then faded to black and the pain began to disappear. A numbness settled over her. She could feel her thoughts slipping away from her and she couldn’t keep them together.

“What do you know, she was loyal. Unbelievably dumb, but loyal.” That was a compliment. At least it felt like a compliment. In that moment, as the last of her thoughts slipped away, Rainbow Dash felt happy.

Fluttershy sat in silence on the floor for what seemed like forever. She gawked at her new dick, unsure of how to respond. It was yellow like the rest of her, apart from the pink head. She could see it pulse. With each twitch she felt a little pain, as if it were aching. Her heart was pounding and she had some confusing urge to thrust it forward. What was she supposed to do? What Rainbow Dash did with it...Fluttershy blushed. She couldn’t do that...no way!

She reached up with one of her hooves and gingerly touched the rod. Her entire body instantly jolted. She felt what could only be described as an electric shock run through her. For a brief second she felt relief from the throbbing and the pain. It was...enjoyable. The pegasus shuddered. She wasn’t sure if what she felt was a good or bad thing. What was she supposed to do about this? She couldn’t walk around with this thing protruding from her crotch. She would have to have somepony do something about it. She was limited in her options however. It would have to be somepony who was educated with magic and knew Fluttershy. She couldn’t trust just anypony...espeically with Ponyville being like it was. She couldn’t go to Twilight, not somepony she saw nearly every day. It would be way too embarrassing. She certainly couldn’t go to Fylo. There was no telling what the insane alicorn would do to her. That left only one pony...well, not “pony.” It was Zecora, the zebra mystic in the woods. She knew all manner of...unsettling things. Still, she lived outside the town and didn’t seem to talk with anypony much. It was probably her best bet. The yellow pony stood up. She could feel the rod bouncing in the air. Biting her lip in embarrassment she curled her tail between her legs and did her best to hide her new erection. She then began hobbling out of her house. She walked stiff-legged, careful not to even move her new organ. She waddled out of the house, heading towards the Everfree Forest.

As Fluttershy marched up to the rather imposing hut she counted her lucky stars. The forest was quiet today, with no foul or angry beasts to be seen. If she had been discovered she wasn’t sure what she would have done. Her new protrusion had not changed. It was still stiff as a board. She was pretty sure that a normal one was supposed to diminish after a while. There must be some manner of magic over it. She marched up to the door and slowly opened it. Fortunately, the zebra was in. She was bent over her cauldron, alternating between reading and pouring stuff into the concoction. She was deeply engrossed in what she was doing.

“Um...Z...Zecora?” Fluttershy said weakly. The zebra jerked her head around, surprised that somepony was there. Once she saw who it was she smiled in a friendly manner.

“Why hello there Fluttershy. What brings you by?” She asked in her usual way.

“Well...um...” The pegasus tried to say. She was blushing deeply, trying to get up the nerve. “You...you know about all kinds of spells, magic and things, right?”

“I have been to many places; I travel on a regular basis. On my journeys I’ve seen all kinds of things and the oddities that they bring.”

“Okay...I guess...” Fluttershy wasn’t sure exactly what that meant, but she would take that as a “yes.” “I...have this problem. It was caused by a spell. I was hoping you could help me.”

“I will do my best to help you. I won’t stop until it’s through.”

“You promise you’ll keep it a secret? I...I don’t want ponies to know about it...”

“I will keep my lips sealed. The secret I will never yield.” Fluttershy bit her lip and blushed nervously. She slowly stood up on her hind legs and lowered her tail. Zecora’s eyes widened. The erection now standing from between her legs was still tall and throbbing. The zebra marched over to get a closer look.

“Magic did this to you? My books I’ll have to review.” Zecora gazed around the rod, studying it up and down. “It is perfectly attached. It’s almost as if it matched. I can see it moving. The blood is even flowing. Who did this to you? It had to be somepony new.”

“It was...a crimson alicorn. She said her name was Fylo...I think.”

“Incredible magic this must have taken. An advanced sex and growth spell together if I’m not mistaken.” The striped mare reached up her hoof and touched the head of the erection. Fluttershy gasped through her teeth. What felt like an electric shock of pleasure flowed through her. It was even more intense than before, as it was somepony else touching it. The zebra ran her hoof down the length, peeling skin at the top back. She gazed at it intently. All the while the yellow pegasus shook and shuddered. Zecora lifted both of her hooves and gripped the shaft with them. She squeezed it, trying to see if it was sturdy. All it did was add to Fluttershy’s sensations.

“My books I need to study. Something on this there must be.” The zebra dashed over to her shelves and began rifling through her books. Fluttershy stood stone-still, her brain buzzing. Her dick was throbbing harder than ever. Her heart was pounding in her chest. The collar around her neck was practically boiling against her skin. She could think of nothing else but the burning desire growing inside of her. If simple touching made it feel that good...what would it feel like if it was inside of somepony...?

“Where did I put that book? Where is there left to look?” Zecora leaned all the way down to the bottom shelf. This caused her to stick her rump in the air. With the hair on her tail lower on the appendage than a pony’s, it gave the yellow mare a good view of what the zebra had between her legs. Unlike a pony’s, her lower lips were black. It made them look exotic. Fluttershy wasn’t sure why, but it just made them seem more attractive. The yellow pony licked her lips. She couldn’t think straight. All she could imagine was her yellow rod piercing those black lips and burying it all the way to the hilt. Her vision narrowed and all she could hear was the pounding in her head. Just like Rainbow Dash before her, she charged forward like a madmare. She collided with Zecora, forcing her face onto the floor. Fluttershy gripped the zebra’s hips and began thrusting wildly. She was so desperate that she missed the mark. Her sizable erection instead rubbed in between the zebra’s butt cheeks. She wasn’t able to focus enough to even correct herself, so she kept wildly moving. Zecora curled her head under so she could speak.

“Wait my little pony! Stop what you’re doing instantly!” She said.

“I can’t...I can’t...” Fluttershy said, panting. “I...I have to make it go down!”

“But you’re not at the right spot. Also, if I’m not wet it will be a painful shot.”

“Wh...what?” The yellow pegasus was briefly stunned. She...was going along with it? The zebra curled her body, putting her back against the bookcase. Her folds were now in Fluttershy’s face while her mouth was at the yellow erection.

“Let me take the lead. I’m quite experienced I’ll concede. I could actually use a sample. I’ll get it before we get too carnal.” Zecora extended her tongue and began swirling it around the head of the shaft. Despite being upside-down she teased the rod with expertise that only came with experience. The yellow pony gasped as powerful waves of pleasure washed over her. That pain that had been radiating from her dick this whole time began to disappear and was instead replaced with an incredible sensation. She reached out and grabbed Zecora’s hips, supporting her so she wouldn’t slip and fall. The zebra’s tongue poked beneath the foreskin and began rotating around the crown. Fluttershy’s hips twitched involuntarily. She had never felt something so good before. She wanted more, so much more. She thrust her hips, shoving her shaft forward. Zecora opened her lips, letting the rod pierce into her mouth. Fluttershy continued to gasp and shudder, enjoying every single new sensation. The zebra began sucking and bobbing her head. Every new movement sent the yellow pony into a new dimension of pleasure. What had been painful was now pleasure. The pegasus abruptly moaned as Zecora pushed the erection all the way to the back of her throat. It felt like a hot vice was coiling around her rod. It was incredible. Zecora then pulled her mouth free with a loud pop. Fluttershy gazed down, her face flushed and a desperate look in her eyes.

“Why did you stop?” The pegasus whined. The zebra turned up at her with a devious smile.

“Why should you get all of the attention? Help relieve some of my tension.” Zecora wagged her hips back and forth. Fluttershy realized that the zebra’s crotch had been in front of her face the whole time. Her black lips were even glistening with some of her juices. The yellow pony actually had no experience at this. All she knew about it was what Rainbow Dash had done before. She didn’t want Zecora to stop however. Her erection was beginning to pulse painfully again. The yellow pony began to lean forward slowly, nervously licking her lips. She extending her tongue and tried to emulate what she had experienced before. Her muscle began to lap at the slit. Zecora tasted foreign and spicy, but wasn’t actually bad. The zebra moaned quietly, enjoying the attention. This egged Fluttershy on. She stuck her tongue into the black entrance and began swirling around the insides. By contrast with the black lips, the inner flesh was bright pink and attractive. The zebra’s back legs wrapped around Fluttershy’s head, holding her close. Zecora resumed her attention to Fluttershy’s dick. She opened her mouth and began sucking eagerly. Both of them were moaning in pleasure. They continued their vertical 69 position, getting lost in the desire. Fluttershy began sucking on the pink insides, causing Zecora to shudder. In response, the zebra began sucking and bobbing her head on the erection. Her tongue expertly coiled around the rod as if it were a sweet candy. Fluttershy suddenly found herself enjoying Zecora’s taste. She lapped at the spicy juices, seeking and receiving more.

The yellow pony abruptly felt a deep desire rising up inside of her. Her erection began throbbing painfully again. She had an overwhelming urge to thrust her hips. She was unaccustomed to this feeling and couldn’t fight against it. She lifted her head from the folds and moaned. She began thrusting her hips wildly into the zebra’s mouth. Zecora’s head was against the shelf behind her. She relaxed her throat like an expert, allowing the yellow pony to please herself. Fluttershy whined each time her shaft moved. Sparks of pleasure danced across her body as her dick pierced right past the zebra’s throat. Her hips began shaking and her thrusts became even wilder. She could feel a tingling start to shoot through her hips. Every thrust brought her closer and closer to the final release she had been chasing this whole time.

“Something...something’s happening!” The yellow pony whined. “I’m...I’m....AHHHH!!!!” She shrieked like she was in pain, but was far from it. Her dick swelled and began throbbing even more powerfully. Instead of pain however, there were waves of pleasure. She could feel sperm shoot down her rod and erupt into the zebra’s mouth. Zecora began drinking it, but there was a torrent of it. Fluttershy’s new organ had been erect for so long that the amount it had to release was overwhelming. Despite her best efforts, the zebra couldn’t hold all the cum in her mouth. Some of it gushed out the sides of her lips. Through the whole thing Fluttershy quivered. She was staring at the ceiling with her mouth agape as stars exploded in her eyes. With every gush of her seed a wave of pleasure washed over her. It seemed like an eternity as her hips twitched and her juices squirted out of the zebra’s mouth. Her rod even twitched a few more times, despite the fact that it was empty. Finally, her orgasm began to subside.

The pegasus finally dropped Zecora and stumbled backwards, a trail of her cum following her. She took a few steps, panting and gasping. That was incredible. It was the most enjoyable thing she had ever felt. She gazed up to see that Zecora had fallen forward, her stomach on the ground. Fluttershy could see the zebra licking the excess cum off of her mouth, like it was candy. She got a good look at her lower lips as well, which were still engorged and excited, which the yellow pegasus suddenly found very attractive. She felt something else as well. Her rod was growing again. Fluttershy gazed down in amazement. It had been going limp up until a few seconds ago. Now it was coming to life again. Her mind was filled with images of Zecora’s large rump and luscious lower lips. Her dick was merely responding.

“My, what an active little guy. Ready for a retry?” Zecora asked. Fluttershy gazed up.

“Wh...what?” The yellow pony stuttered. The zebra smiled. She stood up and wagged her butt back and forth with her tail raised. She then reached around with one of her front hooves and pulled her pussy open, giving Fluttershy a good look at the pink inner flesh.

“My insides are still wanting. Or are you going to stop at taunting?” If her mouth felt good, what would that pink flesh feel like around the pegasi’s rod? Fluttershy felt her heart beginning to pound again and her vision narrow. She could feel the powerful desire to thrust her hips returning.

“A zebra? This looks like fun! Can I join?” The yellow pony was abruptly brought out of her stupor by a familiar and horrifying voice. She shrieked and jumped into the air. She whirled around and scuttled backwards, fleeing the door.

“Wh...what are you doing here!?!?”

“A crimson alicorn before my eyes! What a surprise!”