gasmaskangel
@gasmaskangel
Chapter the first: Tempting Twilight
Contains Futa on female, cunning linguistics, cum eating and a delicious cream pie
Not for the first time Fluttershy was of two minds regarding her new appendage.
On the one hand it had complicated her life tremendously. It made things even more awkward around other ponies than they usually were, had forced her to go through the thoroughly humiliating process of buying new clothing from Rarity and then having to explain why. It had been particularly aggravating when the dressmaker had begun taking measurements and she had gotten a bit excited.
All things considered the dressmaker had taken it rather well. Too well as far as Fluttershy was concerned. Too enthusiastically well.
On the other hand though…
“OHHHH CELESTIA YES!”
…it was amazingly good.
The pegasus tried to avoid touching her stallionhood, or even acknowledging it most days. Even when her balls ached and a shapely mare or hunky stallion would enter her mind begging to be penetrated she usually managed to avoid ’disgracing’ herself as her mother had referred to the act when she’d caught the mare exploring her feminine parts as a filly.
As a result even the simple touch of the cotton shirt, about as objectively erotic as a beige office wall, agaist her turgid member was enough to send shuddering electric waves of prickly pleasure from glans to root and then up her spine so that she shook and moaned as her balls grew tight and warm sticky cum spurted out into the confines of her shirt.
In sympathetic reaction her pussy clenched and sent its own shuddering jolts of warmth up into her, her nipples leaked their warm, sweet, sinful milk into the fabric and the mare collapsed to her knees mumbling and dazed.
No conscious reaction guided her hand, only a raw animal instinct to milk more pleasure out of her organ.
Fingertips met slick, silky flesh, trailing around the bulk of the cock to fine the large vein running beneath and trace along it to the tip still spilling that salty, sinful seed.
It felt so good, so warm and lovely and in the heat of passion the mare knew how well it would taste, how nice it would feel for a mare to have it pouring into her cunt, or for a stallion to take and know in fraction the pleasure of being a mare…
Yes it would be so nice to just let go, jerk herself till her whole body was sticky with cum and then find as many ponies as she could to fill. She recalled how nice Rarity’s hands had felt on her balls and shaft, the electric pleasure of those dexterous fingers playing over her female sex, those lips wrapping around the head…
Fluttershy jerked her hand away. Her eyes snapped open and the long shadow of maternal guilt fell over her.
It was wrong to think these thoughts, especially about mares. Especially about her friends.
She waited until the last tremors of pleasure had passed and sat up. She stripped off her shirt and panties completely, tossing them into the laundry. The shirt was drenched in milk and cum, the panties in a cold sweat. Neither could be worn now.
A nice cold shower was in order, something to get her libido under control. She’d go to see Twilight later, ask about getting the curse undone.
Immolation seemed a preferable choice to that, but it would have to be done. After all, if she simply spontaneously immolated every time something horrifically embarrassing happened, then who would take care of her little animal friends?
Things had gone relatively well since the little accident this morning. The cold shower helped immensely, though even after soaping up several times she still thought she could smell the seductive scent of cum in her coat. It made things bothersome, but she was able to ignore them fairly well.
After that she’d settled into the comforting routine of morning. She dressed, brushed her mane and tail, set out food for her animal friends, had a small tussle with Anngel who was demanding that his morning carrots be cut length wise into six equal portions again. She’d had to break up a fight between a bear and a wolf, but both were quite sorry for the tussle afterward and checked on a sparrow that had been brought in with a broken wing.
The little fellow was doing quite well all things considered.
All that done she’d finally sat down to her own breakfast, all thoughts of the morning unpleasantness passed and for a moment Fluttershy was utterly content.
As long as she kept busy, her unwelcome addition would be nice and quiet. There was no need to go to Twilight and admit that she was some sort of obscene freak of nature. No need at all.
These thought comforted the pegasus, at least until she went out her door. There was shopping to be done. She needed things her small garden could not provide.
It meant going into town. It meant being around ponies.
The realization made Fluttershy very, very aware of the heavy, full weight between her legs, of the way her chest had grown.
A stray breeze blew the fabric of her skirt against her flaccid stallionhood, a hellishly delicious touch that made her quiver. She felt her female sex dampen, and rushed back inside, startling several animals.
She couldn’t do it, she couldn’t go into Ponyville, not like this.
The treacherous cock was only growing bigger, fuller and thicker with each passing second. The thought of all those ponies staring at her as her shirt darkened with milk and her cock pushed her skirt up till all could plainly see the full obscene length of it and the trails of tangy wetness dripping down her thighs.
Her cunt begged to be filled even as her cock begged to fill.
Rarity’s face pulled into her mind, looking up at her with gorgeous blue eyes as her length disappeared into the mare’s mouth. The feel of her tongue licking along the underside, greedy and soft and firm all at once.
As the memory of the dressmaker’s fingers pushing into her cunt played across Fluttershy’s mind, her hand slid under her skirt.
The panties in the way bought some time and brought some rationality. She couldn’t defile herself like this, mother would be so angry…
Except mother isn’t here, a treacherous inner voice whispered. In memory Rarity dragged her teeth playfully along the mare’s cock as she pulled back. Rarity had taken the whole of it into her throat. At no point did she ever stop looking up at the pegasus.
The dressmaker removed her fingers from Fluttershy’s cunt, brought them to her lips and sucked them clean. She stroked the inside of her thighs lovingly, kissed the tip of her cock delicately.
“Stroke it for me, darling,” the dressmaker’s voice was heavy, loving and low.
“R-rarity,” Fluttershy started, “I can’t, it’s, I mean, I~~”
“Shhhhh…” Rarity planted another kiss on Flutershy’s flesh, and another just to side of her thick pink pubic hair, “won’t you cum for me Fluttershy?”
The panties were off, tossed in a corner now. Fluttershy gasped as her fingers slid into her slick, hungry cunt
Her other hand shook as she reached out for the length of thick flesh. It was hot, so hot that she could feel it radiating out before her fingers even wrapped lovingly around that length and when they did close upon the strong, spongy weight it was a moment of hideous bliss.
A long, low moan escaped her throat.
“Very good darling,” Rarity purred, “now, slowly up and down.”
Fluttershy obeyed. She looked down to see Rarity watching her intently, as if considering some work of fine art but more than that there was hungry gleam in her eyes.
“Cum for me, darling,” the dressmaker murmured and before too long there was a moment of mind annihilating pleasure, a hot stinging joy as the cum boiled up and launched it self in long streamers.
In the present Fluttershy came a half stroke after she had in her memory, at the sight of that first long stream of jism splashing against her friend’s perfect features, the look of absolute bliss that had passed over them.
The orgasm in both past and present seemed to last forever. At some point Fluttershy became aware of Rarity’s mouth closing over her spurting cock head, of the mare gulping down the last few shots of cum.
Fluttershy looked down in her cottage at the streaks of cooling seed sprayed across the floor. In the past Rarity kissed Fluttershy’s glans, her shaft, her swolen testes, her pubic mound, her cunt which was accompanied by a long, loving lick, her pudgy stomach, her breasts, and then the mare wrapped her arms around Fluttershy and pulled her into a deep kiss and Fluttershy bent down, the memory of that kiss still burning in her and licked a single streak of her cum from the floor as in the memory Rarity pushed a mouthful of the slimy, salty, sinful and delicious goo into hers as they kissed.
Some time later Fluttershy satisfied herself that the floor was clean. She had only lapped up the single streak, though she had savored it for far too long by her estimation. She stood up, her panties now in the hamper and stepped out of her house.
There was no choice. To have any chance at living her life she would need Twilight’s help.
With a deep breath, Fluttershy stepped into the day and whatever it held.
CHAPTER 2
The trip from Fluttershy’s cottage to the library home of Twilight Sparkle was at once completely uneventful from an outside perspective and also a herculean effort from the perspective of the pegasus herself.
Fluttershy had never really been comfortable in her own skin. She had spent her whole life trying to cope with the fact that her shy, retiring soul had been born into a body that invariably attracted attention.
It was all more or less benign of course, and she had to an extent learned to live with being rather eye catching in a way that spoke more to physical lusts than dignity or presence.
And past a certain age most ponies did no more than double take the first time they saw her, and afterwards interacted with her more or less as they would any other pony. Really the only ponies who stared were young, hormone ridden stallions who had not yet learned not to.
Even back in the halcyon days of two and half weeks ago when she had not been freakish in any way the could always feel the eyes of teenage colts and the occasional mare locked with laser like focus on her breasts, following every bounce and heave with rapt attention.
Now she walked through Ponyville taking backstreets and side alleys whenever she could. It was still not enough to fully avoid the crowds though and everytime she stepped onto the street it seemed that there was some casual acquaintance of hers giving a friendly wave or a casual nod which she felt obligated to return with a forced smile.
Fluttershy had feared that attention might stir some unfortunate reaction from her now treacherous body and it nearly had. She’d passed Snips and Snails playing some strange game of their own devising involving a jump rope, two tin cans and dice of several different makes that had ceased the minute she’d walked by.
The feel of their attention on her soon set her body to its hideous, wonderful work and then all of that had been crushed as the mare realized her situation and was replaced with a profound terror of discovery.
They day, already hot and bright seemed too much so, every color stabbed at her eyes. The heat joined with fear so that sweat rolled down her body. She could feel her heart hammering away in her chest and found herself taking deep, panicked breaths as she quickened her pace. Fluttershy no longer feared discovery, she feared dropping dead of a heart attack there on the street.
Her ordeal seemed to take an eternity, the streets of the quaint town took on a labyrinthine and sinister aspect and the tree that housed the library seemed to never draw closer.
All nightmares must come to an end though, and mercifully this one did soon enough. Fluttershy stood before the library, reached for the handle and hesitated.
There was no reason not to simply walk in, after all it was a public building even if you had to hold most of the population at sword point before they’d venture inside for the purpose of actually reading.
The creeping fear still held fast to Fluttershy’s gut and so she opened the door and stepped inside, calling out for Twilight or Spike.
“Is anypony home?”
Silence save for the noise of the street outside was her answer. The knot in her stomach doubled in size.
“Anypony?” she swallowed hard and spoke louder, “Spike? Twilight?”
“Hi Fluttershy!” called a boyish voice from just to the side of her field of view.
The pegasus squeaked, jumped, fluttered her wings in a panic and then fell to the ground in a heap.
Senseless seconds passed and then she felt clawed hands pull her up into a sitting position. She became aware of a familiar scratchy voice, it belong to a friend and it was babbling away in a concerned tone. She felt she should answer it. Afterall it was never nice to make a friend worry unnecessarily. Had she hit her head?
Fluttershy blinked open her eyes and beheld a youth, his snout subtly different from that of pony children. Green scales ran from his jaw down to his stomach, though currently these were hidden by the simple black shirt he worse.
A name swam into view. Spike.
“Oh my gosh Fluttershy I’m so, so sorry, I didn’t mean to startle you, are you alright?” he babbled out.
The mare gave him a weak smile and with his help got to her hooves.
“Its alright, Spike,” she said, stroking a hand over the flexible ridges of the baby dragon’s head, “Is Twilight home?”
“Yeah, she’s down in the basement, why?” Spike countered.
Fluttershy blushed and wrung her hands, a nervous affectation she’d had since childhood.
“I…” she gulped, her mouth went dry, “I need her help with a, um, personal problem.”
Spike arched an eyebrow.
“You mean like dating and stuff? Twilight’s smart but she doesn’t get out too much if you know what I mean,” the dragon gave her a conspiratorial wink on the last word.
Fluttershy shook her head.
“N-not that Spike, I just…” she found herself hunching down, trying to look smaller even as her voice became softer, “I just have a problem I need Twilight’s help with. A, um, private problem.”
Spike shrugged.
“Well like I said she’s down in the basement.”
Fluttershy thanked him and made her way over to the door. She did not particularly long to talk to Twilight about her little problem, but there was something positively obscene about letting someone as innocent as Spike have even a fraction of an idea of what the problem was.
She took a deep breath, straightened up and entered the library basement.
@gasmaskangel
The pegasus stood at the top of the descending stairs and gazed down at the so called basement. The word didn’t really apply anymore.
In Fluttershy’s experience basements are where you stored things you had no use for but still refused to throw away because they might be useful one day. It was where you stored tools that you could never find again so that every time you need to hang a picture you had to buy a new hammer and a new box of nails.
The word that best describe the basement of the library was “laboratory.”
Stacks of paper and thick, arcane looking tomes scattered the landscape, odd machines loomed up like monolithic geography from a forest and at the center of it all was Equestria’s newest princess, Twilight Sparkle, sitting at a desk utterly absorbed in something that Fluttershy could not see.
“Twilight?” she asked and when the got no response repeated herself loudly, which for Fluttershy is about a normal pony’s speaking voice.
Twilight still didn’t look up from whatever she was toying with down there, and so the pegasus descended, carefully. The stairs were as stacked with papers and books as the rest of the room.
Finally she was able to approach her friend, calling out to her softly as she approached. Twilight could get a bit odd when she was absorbed in her work.
“Twilight? Um, I hope I’m not interrupting anything~~” Fluttershy said as she reached out to touch the mare’s shoulder, and was cut off when Twilight growled and shouted, “Confounded box tell me your secrets!”
The mare whirled snatched up a hammer from a bin full of hammers, and abruptly stopped as soon as she noticed Fluttershy.
“Oh, hello. One moment please,” so saying Twilight stood up, let out a frustrated scream of rage and brought the hammer crashing down on what Fluttershy could now see was the curious box they had retrieved from the tree of harmony.
There was a crack of noise like thunder and Twilight was flung back from the box directly into Fluttershy and both mares tumbled tail over teakettle into the forest of paper.
The pegasus blinked. The box sat on the table utterly unharmed, while the hammer that Twilight was still clutching was now nothing more than a charcoal stick.
The librarian looked up at Fluttershy and grinned in a way that made her look either mad or drunk.
“Hey there Fluttershy, didn’t hear you come in,” she said, and then got up, tossed the burnt handle aside and then extended a hand to help the pegasus to her hooves. It disturbed Fluttershy how often she’d been knocked to the ground that day.
“Its… its alright,” the mare mumbled.
Twilight turned back to the table and glared down at the box. Fluttershy noted that the librarian’s mane was in bad need of a comb and that she was moving with jerky, slightly too quick movements that were the outward sign that she was fixed into some deep obsession or another.
The pegasus only noted that she was backing away from the mare when her leg knocked over a pile of papers. The last time Twilight had been like this she’d accidentally incited a riot over a ratty old doll.
“I, um, I can come back later if you’re busy,” she said, forcing herself to stay put.
Twilight grunted, then turned and folded her arms across her chest and gave the pegasus a decidedly less insane smile.
“It was probably time I stopped messing with that stupid thing anyways,” she said, “be honest, how crazy did I look?”
Fluttershy sighed as the tension drained out of the room.
“You’re not crazy, Twilight, you just get a little to into your work sometimes is all,” the pegasus felt a lovely warm sensation when Twilight’s smile grew into a grin and she threw back her head and laughed.
“My insanity aside, do you need something or is this just a social call?” before Fluttershy could respond Twilight trotted over to a small stove with a plain white kettle on it that was tucked in the far side of the room in its own little alcove kept carefully free of anything flammable, “either way you’re staying for tea, Princess’s orders.”
The warmth in Fluttershy drained away. Now was the moment of truth and it terrified her. An irrational fear sprung up that Twilight would toss her out of the library and out of her life, and Fluttershy did not think she could cope with that sort of rejection.
“I’ve… um…” she took a deep breath, “I have a problem Twilight, and I don’t know what it is or what I should do and you’re the only one who might know anything and-” though out the sentance her voice rose and broke. Her eyes stung and she could feel hot tears streaking down her face.
There were no words yet, just quiet, hitching coughs in her throat and a burning feeling of shame and humiliation.
She felt Twilight’s arms wrap around her, and the librarian’s muzzle pressing against her neck.
She was saying something, but Fluttershy couldn’t make it out beyond the soothing, gentle tone. It was possible that no words were being said, only reassurance.
Her own arms found their way around Twilight. Fingers brushed against the soft feathers of her wing and Fluttershy wondered if she’d ever noticed how very nice Twilight felt before. It wasn’t as if they’d never hugged before, but some how she was more aware of the curves and contours of the librarian’s body.
Her hand drifted lower, following the curve of Twilight’s back.
“Fluttershy?” Twilight asked, soft and sweet, “what in the name of Celestia is pressing into my stomach?”
The pegus pushed out of Twilight’s embrace, and staggered back. She couldn’t see her face, she couldn’t look Twilight in the face. Her tears had slowed during the embrace, but now they threatened to return in full force.
“Where the heck did you get a penis?!” Twilight all but shouted.
Fluttershy looked down. Her skirt was long enough that the erection was not exposed, but it was tented out in front of her in an unmistakable sort of way.
“I d-don’t k-know…” she stammered, “I-I’m so sor-sorry.”
Now that she was aware of the arousal, the feel of her plain skirt brushing against shaft and head made itself known. She shuddered and moaned.
The basement felt entirely too hot now, sweat rolled down beneath her clothes and her body demanded to be free of these constraints even as it begged to return to being pressed against Twilight again.
Her female sex was hot, pouring its juices freely. Her nipples ached and the pegasus could feel the first few drops of warm milk dribbling out.
Twilight had apparently mistaken the shuddering and small, soft noises her friend was making for sounds of deep distress. When Fluttershy looked up she was walking slowly towards her with hands held up placatingly and concern writ large on her face.
“What happened?” the librarian asked.
Fluttershy shook her head, “I don- I don’t know,” she brushed tears from her eyes with the back of a hand and felt an overwhelming urge to taste her own flesh. It wouldn’t be as good as tasting Twilight’s, but it would do for now.
“It was just there when I woke up one morning,” she finished, reclaiming some measure of composure.
Twilight abruptly frowned. “Did Discord do this?!” she demanded, her voice taking on an angry edge, “I swear to Celestia that if he did he’s going back to being a statue, elements or no.”
“N-no!” Fluttershy stammered, “At least I’m pretty sure it wasn’t him. I mean, I thought it was just one of his pranks at first-”
“Giving you a penis is his idea of a prank?” Twilight deadpanned.
“-but when I confronted him he was as worried as I was,” she gave a helpless shrug, “He offered to get rid of it, and he tried for a long time but everytime he tried some sort of magic it would just reappear.”
“Alright,” Twilight growled and rubbed at her temple, “well lets see if I can figure this out.”
She guided Fluttershy to a chair and gently pushed her down into it.
“Now, I’ll have to start by asking you some questions, then I’ll begin a more thorough examination, ok?”
Fluttershy nodded her assent and the librarian began to ask about all sorts of niggling details that seemed rather unimportant to Fluttershy. Had she done anything odd in the days before her problem had started? (No, not really.) Had she come in contact with any unusual plants or animals? (Fluttershy came into contact with unusual animals practically every day.) Had she desecrated any altars of ancient gods prone to cursing ponies and so on. In addition to these, which were at least a bit relevant, Twilight grilled her about things utterly unrelated. Things like what was her birth date, how old was she, when had she cheered for Rainbow Dash in the best young flyers competition.
“Twilight, what does that have to do with anything?” Fluttershy finally asked.
“Well its important to see how much your mind has been affected, frankly you pretty much seem to be yourself, just with, you know, a penis,” Twilight scratched her head with the pencil she was using to take notes, “now, before that thing showed up, how often did you masturbate?”
Fluttershy stared at the librarian, her mouth open in horror and her face flushing scarlet.
“N-never!” she lied. Twilight arched a skeptical eyebrow, but said nothing and simply wrote down often in her notes.
“Ok… so since growing a penis, has this changed at all?” she asked as Fluttershy squirmed in her seat.
The arousal from feeling Twilight’s soft body pressed against her’s had worn off a bit during the questions, but now that it had turned to more prurient topics she could feel the hot pulse of blood in her loins starting anew.
“Is… is that important?” Fluttershy asked, trying to hide behind her mane and also casting a bit more of an interested glance than normal at her friend.
Twilight had never been an overly athletic mare, though this was changing somewhat since she’d gained the power of flight. It was a rare winged pony who put on much weight as the activity was rather strenuous.
The best description really was that Twilight looked healthy. She had a decent amount of meat on her bones, though she’d lost the pudge that had been characteristic of somepony who spent most of her time reading indoors and had to be reminded to eat (invariably this only resulted in her eating junk food.)
Most of the weight had been lost from her upper body, her thighs and buttocks still keeping their pinchable plumpness.
Fluttershy found herself visualizing the mare naked. Her moderately sized breasts exposed and begging to be fondled, licked and nibbled, purple pubic hair visible between her legs and beneath that the dark pearl of her clitoris and the warm, inviting caverns of her sex. Her belly, still slightly convex and so pleasant to stroke and rest a cheek upon. Her arms, looking stronger these days, urging your mouth lower to that distant treasure which needed a mare to lick and nibble, her eyes staring directly at Fluttershy’s groin…
The pegasus looked down, squeaked and attempted to hide her growing erection which was again tenting up her skirt.
“S-sorry,” she mumbled.
“Don’t sweat it,” Twilight said, though her face looked uncertain, “anyways, these questions are important. We need to establish a baseline of your behavior to spot any differences that might be more than just understandable curiosity or hormonal changes.”
“Curiosity?” Fluttershy asked, trying to divert her mind from how every inch of Twilight needed love, and how every inch of her own flesh ached to be in contact with her.
“It would be perfectly normal for any mare to be curious about having a stallionhood,” Twilight said, her eyes still fixed on Fluttershy’s crotch, “I know that I’d certainly experiment with it pretty thoroughly.”
Fluttershy wondered if it was possible to die of pure shame. The image of Twilight playing with a cock of her own, causing to to spurt great ropes of sticky cum over her body flared up in Fluttershy’s mind.
“Now, the, um, other part of your affliction,” Twilight said, finally tearing her eyes away from the swell of Fluttershy’s cock beneath her skirt and instead up to her extremely generous chest, “I take it your breasts grew and began lactating at around the same time?”
Fluttershy nodded. The two growing milky splotches on her shirt were testament to that. The mare also noticed that Twilight was shifting uncomfortably and seemed to be rubbing her legs together rather more than usual.
There was a long, heavy silence between the two. Eventually, Twilight seemed to have come to a decision.
“Fluttershy, I’m going to need to ask you to do something you may be uncomfortable with,” she began to walk towards the mare.
“W-what?”
“Strip,” Twilight abruptly stopped in her tracks, suddenly aware that she was not exactly behaving in a manner befitting pure research, fortunately she was very intelligent, and thus very good at rationalizing her own behavior, “I need to examine you. Thoroughly, and it will save time if I can do that and ask you the necessary questions at the same time.”
After a moment’s pause she added, “besides, we don’t want your clothing to get any more soiled than it already is.”
Fluttershy, hesitated, blushed and then found herself reaching down to her shirt. She was about to be naked in front of one of her best friends. Would it be like Rarity, end with the mare revelling in her pleasure as she stroked an orgasm out of herself, or would it be something new?
Twilight took her friend’s hesitation for nervousness, and came to a conclusion that like anypony in a doctor’s office, Fluttershy was being made to feel small and helpless before the person with clothes on, i.e. the doctor and in this case Twilight, who was not a doctor but was fulfilling the role.
So she decided to even the field.
Fluttershy had her shirt halfway over her belly when she heard the sound of cloth settling on the floor and looked up to see Twilight now dressed only her bra and skirt, and as she watched the skirt fell to the floor as well.
Twilight favored simple white undergarments, which was both perfectly in keeping with her personality and also a bit disappointing for Fluttershy, at least until she noted a hint wetness at the mare’s groin.
Then the panties fell to the floor and it was all the pegasus could do not to tackle her to the ground and ravish her. She had honestly never seen another mare naked, and she came to the conclusion then and there that she wanted to see more of them.
Beneath her coat Twilight’s flesh was dark, nearly black, and the delicate lips of her cunt and the button of her clit shone with a soft sheen in the low light of the basement.
Fluttershy took a step forward as her shirt fell to the ground. Her own bra was straining to hold back her heaving breasts. Twilight watched seemingly impassive but with something hungry shining in her eyes.
The pegasus’s skirt fell to the ground, exposing the full length of her shaft to Twilight who’s eyes went wide at the sight.
As Fluttershy approached the librarian sat down heavily, gazing in wonder at the gorgeous being before her. She wondered how Fluttershy could possibly consider the cock a burden, it made her perfect in Twilight’s eyes.
Fluttershy knelt down over the mare, and then drew her into a kiss, long and deep. With one hand she stroked over Twilight’s velvet skin to cup a breast and she felt the nipple grow hard in her hand.
The librarian was breathing hard as Fluttershy parted the kiss and gazed into her eyes. She wanted so badly for it to go on and on forever. She realized that the mare was asking permission to continue, and nodded her head in assent.
It was all the invitation the mare needed. Her mouth returned to Twilight’s, and the hand at her breast slid lower, stroking over Twilight’s belly to her hip and soon Fluttershy’s mouth followed.
She kissed and licked at Twilight’s chin, jaw and neck. It was so very sweet to feel the librarian trembling with pleasure and anticipation to Fluttershy’s amateurish but gentle ministrations.
She went to the collar bone, down the slope of a breast and finally she found the mare’s nipple. She licked, kissed and sucked gently upon it.
Twilight moaned in response and it was the loveliest sound the pegasus had ever heard and in search of more of that beautiful music the pegasus moved lower, kissing and stroking the librarian’s belly.
She was so close to that treasure now, she could smell Twilight’s arousal and it made her aware of her own. Her cock was so hard that it hurt, begging to be touched or even better to be plunged into Twilight’s sweet cunt.
Some instinct warned against this though. This same instinct also warned against simply diving into lick up the juices pouring from her flower. Instead when she reached the thick patch of purple pubic hair (which she noted also had a pink stripe running through) and breathed in deeply.
The smell was thick and musky with a sharp, bitter edge. It was not a smell that Fluttershy considered she should be attracted to and yet it made her mouth water.
Fluttershy moved her attentions away from that though, she drew up Twilight’s leg, pressing her milky breasts against the thigh as she kissed first at the calf muscles. She licked lower, down to the librarian’s knees and then to the candy walls of her thighs.
Twilight’s breath shuddered, her voice came hot and heavy in low, whimpering moans. Fluttershy glanced over and saw that the mare had a hand at her honeypot, stroking and sliding a finger in.
Now was the time.
She reached over and gently took Twilight’s hand, bringing it to her lips where she sucked the fingers in, cleaning them one by one.
It was the first time Fluttershy had ever tasted cunt. The flavor was much like the smell and yet there was something wonderful and compelling in it, and in her heart the mare knew that she would never have enough of it.
She released the librarian’s hand, kissed it, and then lowered her head to just before Twilight’s flower.
The lips were parted, exposing the velvety black folds within glistening with mare cum. Having no idea where to begin when pleasuring a mare with her mouth, Fluttershy decided to begin with a simple lick.
That was when her will cracked completely, her tongue pressed against the honeypot and pressed into it, the source of the heavenly nectar that had been on Twilight’s delicate fingers.
All attempts at subtlety vanished. Fluttershy dove in with a raw hunger that was nearly frightening in its intensity. Her tongue dove in, plunging into slick petals and lapping up as much of the juices as she could.
Not helping things was Twilight, who moaned and gasped and shook in ways that only encouraged the mare to plunge deeper. At some point Fluttershy got her hand up to rub at the mare’s clit and soon after the librarian arched her back and gave a harsh, stuttering scream as tension snapped loose.
She gushed, drenching Fluttershy’s face in her nectar and this flood of her new favorite taste only sent the pegasus into a greater frenzy. She licked and sucked and kissed and nibbled and orgasm after orgasm rocked Twilight’s body and when the pegasus finally pulled back Twilight lay drenched in sweat, shaking with the aftershocks of mind annihilating pleasure.
She climbed over the prone mare.
“Twilight?” she asked, “are you alright?”
The librarian pulled her down and into another deep kiss, not caring if the mare’s mouth tasted of cunt.
“Th-that was wonderful,” she said, and Fluttershy beamed down at her.
“Now,” the librarian sat up, “back to business. We need to get you off. I’ll need a semen sample.”
“What?” Fluttershy was taken aback, her own mind still riding the high of raw lust.
Twilight laughed and kissed Twilight again, this time lightly.
“Anyway you want to give it to me is fine, Fluttershy,” she lay back again with a lazy, satisfied grin, “I figure I owe you that after you, well, you know.”
She licked her lips while keeping eye contact with Fluttershy.
This time Fluttershy nearly did faint. She’d simply been going with the flow up until now, and suddenly Twilight was offering herself up in like a sacrifice to some hoary old god, except without the decapitation or heart ripping.
For a brief moment she considered running away, nakedness and shame be damned. But then memory crept in of how lovely it had sounded to hear the librarian’s heavy moans and how marvelous the taste of her cunt had been.
She looked down. It says more about the size of Fluttershy’s breasts than that of her cock that she could only see the flared head beyond them. Her hardness had not diminished a bit, it felt full, heavy and painfully stiff. It begged to be plunged into a hole, any hole so long as it was hot and wonderfully wet.
The memory of Rarity’s lips upon it rose up once more, but the pegasus hesitated before taking that route. She wanted to hear Twilight make more of those wonderful noises, and she dimmly recalled girls in her youth complaining about giving their colt friends head.
The left only the sweet flower below, or the perfect pucker of Twilight’s ass as options then.
Of course, she could simply masturbate over the prone mare. The pearly strings of cum would look so lovely against the soft purple of the librarian’s coat.
In the end though it was a perverse curiosity that decided her course of action. She among all mares would know what it was like to feel the velvet walls of soaking marehood close around her thick cock.
Being utterly ignorant of these matters, but guided by unknown instinct, Fluttershy pulled herself a bit closer to her friend.
Twilight had a sleepy look on her face, but obligingly pulled her legs a little further apart as the mare approached.
Fluttershy took her member in hand and goraned softly. Even that touch was hideously wonderful. She suspected that she wouldn’t last very long upon penetrating her friend, but considering that her previous oral activities this was perhaps allowable.
With care she guided the head of her prick to Twilight’s waiting cunt. For her part Twilight had propped herself up to watch the entry, and she could see the clear precum beading and dripping from Fluttershy’s urethra.
She wondered how it would taste.
When glans met cunt there was a temptation to simply thrust into the wet warmth, but instead the pegasus held back. She rubbed her cockhead up and down, marvelling at the way it parted those lips, pressing herself against Twilight’s overstimulated clit and being rewarded with a throaty moan.
She penetrated Twilight with aching slowness, afraid that going in too eager would hurt the librarian. This had the pleasant side effect of letting both mares savor the new sensations they were encountering.
Fluttershy was amazed at the tightness, the softness, the silky, slick texture of those petals and most of all at the heat which poured from the librarian’s cunt into her prick, and Twilight herself revelled in the feeling of her first true fuck.
Oh she had experimented with a few colts and fillies back when she was in school. She had even performed oral sex on a cummly mare a few years older than her and found that she rather enjoyed the experience. The mare had not reciprocated, which hurt Twilight’s feelings at the time.
Nopony but her had ever paid attention to her cunt, and being too embarrassed to acquire a discreet aid of the sort favored by other single mares the only relief she’d had was in her fingers.
That certainly held its charm, and likely always would, but it simply could not compare to the feeling of hot, hard flesh pushing slowly into her, every inch an exciting electric sensation that she had time to savor. More than that was the feeling of fullness, and she knew that she’d always miss that once the deed was done, even if she fucked for everyday of her life afterwards.
Nothing would ever compare to that first fuck.
Before too long, but long enough for Twilight to return to full arousal, Fluttershy had pushed in about as far as she felt she could while still keeping Twilight comfortable, just before the medial ring of her cock, and abruptly stopped.
She realized once more that she had absolutely no idea how to properly do this, nopony had ever bothered to explain the actual mechanics of lovemaking to her. She understood the basic concept of course, anyone of any species who deals with animals a great deal cannot avoid learning how the majority of creatures went about it, which is to say climb on top of the female then thrust, but how one went about doing so in a way that was pleasurable for a mare was not generally of great concern in the animal kingdom.
Twilight mistook hesitation for ignorance.
“You sort of saw in and out, I think,” she murmured in a dreamy voice. For her part she’d be happy if Fluttershy just stayed in place forever, keeping her wonderfully and eternally full of thick mare cock.
Fluttershy flushed with embarrassment and drew back till only the tip remained, drawing a disappointed moan from the librarian, then slid back a bit faster and a bit deeper than before which produced a far more pleased sound from the mare beneath her.
Twilight’s cunt, responding to millions of years of evolution and instinct clamped down and sucked in the intruder which had a maddening effect on Fluttershy.
Pulling back against that pressure proved even more pleasurable, a sucking, silky feeling that sent heavenly tingles up and down her spine. Soon Fluttershy had fallen into a rhythm. Twilight’s cunt was as warm and inviting as Rarity’s mouth but the pressure was what elevated it, the battle between cunt and cock was where the gateway to bliss unimaginable lay and both mare’s knew it in their bones as both built speed, Fluttershy fucking in and Twilight rolling her hips to meet her.
It was heaven and hell rolled into one for Fluttershy, her whole body was tense, aching for the release she was so close to and yet she refused it, pouring every ounce of her will into holding off her own orgasm until she’d heard Twilight cry out in beautiful orgasm once more.
She was not aware save in the most dim of ways that she was fully inside her friend now, her full, heavy balls slapping against Twilight’s bouncing, jiggling buttocks, she was aware only of the tension and the feel of the mare’s wet cunt wrapped around her.
All at once, her walls broke. The sound she made was half a cry of exhaultation and release and half a moan of despair that she couldn’t last longer.
Her balls pulled in tight and ached in a most wonderful way as her cock erupted in Twilight’s sex, pumping rope after rope of cum inside.
Twilight also cried out. She was so close to the edge and the feeling of white hot semen spurting into her was pushing her so close to the edge that it was utterly maddening. Her hand flew to her clit and rubbed furiously and finally she was able to force an orgasm out.
She thrashed in her pleasure, and Fluttershy slid back to give her room pulling her still spurting stallionhood from the librarian and spewing her molten seed into the air.
It mostly landed on Twilight, and if the mare was aware of it she gave no sign. Fluttershy looked on and began to stroke herself, trying to send more of the jism onto the mare. It clung to her coat artfully, sliding over breasts, splashing across stock and the hand still rubbing at her cunt. Some even went far enough to land on her face.
Finally, their passions died down. Fluttershy was still stroking her softening cock, milking a few last drops of cum from it which rolled over her hand and which she absent mindedly licked off.
Twilight lay sprawled in a pool of sweat and mixed sexual fluids, an idiot grin on her face. The papers and books around her were scattered freely, some now sticky with cum as the librarian herself was.
Both were panting, breathing in the thick aroma of sex. Fluttershy thought it smelled wonderful.
Eventually Twilight was able to sit up, though her arms shook with the effort and she was still breathing hard.
“That,” she said, her voice shaking, “was quite educational.”
With more effort and few false starts she got herself wobbling to her hooves. Between her legs Fluttershy’s cum ran freely, dripping down in wet, slimy trails. The pegasus wondered what it would be like to lick Twilight now.
In a distant sort of way she was aware that she was getting hard again, but exhastion dulled everything.
Twilight smiled down at her as Fluttershy drifted off into sleep.
Chapter the first: Tempting Twilight
Contains Futa on female, cunning linguistics, cum eating and a delicious cream pie
Not for the first time Fluttershy was of two minds regarding her new appendage.
On the one hand it had complicated her life tremendously. It made things even more awkward around other ponies than they usually were, had forced her to go through the thoroughly humiliating process of buying new clothing from Rarity and then having to explain why. It had been particularly aggravating when the dressmaker had begun taking measurements and she had gotten a bit excited.
All things considered the dressmaker had taken it rather well. Too well as far as Fluttershy was concerned. Too enthusiastically well.
On the other hand though…
“OHHHH CELESTIA YES!”
…it was amazingly good.
The pegasus tried to avoid touching her stallionhood, or even acknowledging it most days. Even when her balls ached and a shapely mare or hunky stallion would enter her mind begging to be penetrated she usually managed to avoid ’disgracing’ herself as her mother had referred to the act when she’d caught the mare exploring her feminine parts as a filly.
As a result even the simple touch of the cotton shirt, about as objectively erotic as a beige office wall, agaist her turgid member was enough to send shuddering electric waves of prickly pleasure from glans to root and then up her spine so that she shook and moaned as her balls grew tight and warm sticky cum spurted out into the confines of her shirt.
In sympathetic reaction her pussy clenched and sent its own shuddering jolts of warmth up into her, her nipples leaked their warm, sweet, sinful milk into the fabric and the mare collapsed to her knees mumbling and dazed.
No conscious reaction guided her hand, only a raw animal instinct to milk more pleasure out of her organ.
Fingertips met slick, silky flesh, trailing around the bulk of the cock to fine the large vein running beneath and trace along it to the tip still spilling that salty, sinful seed.
It felt so good, so warm and lovely and in the heat of passion the mare knew how well it would taste, how nice it would feel for a mare to have it pouring into her cunt, or for a stallion to take and know in fraction the pleasure of being a mare…
Yes it would be so nice to just let go, jerk herself till her whole body was sticky with cum and then find as many ponies as she could to fill. She recalled how nice Rarity’s hands had felt on her balls and shaft, the electric pleasure of those dexterous fingers playing over her female sex, those lips wrapping around the head…
Fluttershy jerked her hand away. Her eyes snapped open and the long shadow of maternal guilt fell over her.
It was wrong to think these thoughts, especially about mares. Especially about her friends.
She waited until the last tremors of pleasure had passed and sat up. She stripped off her shirt and panties completely, tossing them into the laundry. The shirt was drenched in milk and cum, the panties in a cold sweat. Neither could be worn now.
A nice cold shower was in order, something to get her libido under control. She’d go to see Twilight later, ask about getting the curse undone.
Immolation seemed a preferable choice to that, but it would have to be done. After all, if she simply spontaneously immolated every time something horrifically embarrassing happened, then who would take care of her little animal friends?
Things had gone relatively well since the little accident this morning. The cold shower helped immensely, though even after soaping up several times she still thought she could smell the seductive scent of cum in her coat. It made things bothersome, but she was able to ignore them fairly well.
After that she’d settled into the comforting routine of morning. She dressed, brushed her mane and tail, set out food for her animal friends, had a small tussle with Anngel who was demanding that his morning carrots be cut length wise into six equal portions again. She’d had to break up a fight between a bear and a wolf, but both were quite sorry for the tussle afterward and checked on a sparrow that had been brought in with a broken wing.
The little fellow was doing quite well all things considered.
All that done she’d finally sat down to her own breakfast, all thoughts of the morning unpleasantness passed and for a moment Fluttershy was utterly content.
As long as she kept busy, her unwelcome addition would be nice and quiet. There was no need to go to Twilight and admit that she was some sort of obscene freak of nature. No need at all.
These thought comforted the pegasus, at least until she went out her door. There was shopping to be done. She needed things her small garden could not provide.
It meant going into town. It meant being around ponies.
The realization made Fluttershy very, very aware of the heavy, full weight between her legs, of the way her chest had grown.
A stray breeze blew the fabric of her skirt against her flaccid stallionhood, a hellishly delicious touch that made her quiver. She felt her female sex dampen, and rushed back inside, startling several animals.
She couldn’t do it, she couldn’t go into Ponyville, not like this.
The treacherous cock was only growing bigger, fuller and thicker with each passing second. The thought of all those ponies staring at her as her shirt darkened with milk and her cock pushed her skirt up till all could plainly see the full obscene length of it and the trails of tangy wetness dripping down her thighs.
Her cunt begged to be filled even as her cock begged to fill.
Rarity’s face pulled into her mind, looking up at her with gorgeous blue eyes as her length disappeared into the mare’s mouth. The feel of her tongue licking along the underside, greedy and soft and firm all at once.
As the memory of the dressmaker’s fingers pushing into her cunt played across Fluttershy’s mind, her hand slid under her skirt.
The panties in the way bought some time and brought some rationality. She couldn’t defile herself like this, mother would be so angry…
Except mother isn’t here, a treacherous inner voice whispered. In memory Rarity dragged her teeth playfully along the mare’s cock as she pulled back. Rarity had taken the whole of it into her throat. At no point did she ever stop looking up at the pegasus.
The dressmaker removed her fingers from Fluttershy’s cunt, brought them to her lips and sucked them clean. She stroked the inside of her thighs lovingly, kissed the tip of her cock delicately.
“Stroke it for me, darling,” the dressmaker’s voice was heavy, loving and low.
“R-rarity,” Fluttershy started, “I can’t, it’s, I mean, I~~”
“Shhhhh…” Rarity planted another kiss on Flutershy’s flesh, and another just to side of her thick pink pubic hair, “won’t you cum for me Fluttershy?”
The panties were off, tossed in a corner now. Fluttershy gasped as her fingers slid into her slick, hungry cunt
Her other hand shook as she reached out for the length of thick flesh. It was hot, so hot that she could feel it radiating out before her fingers even wrapped lovingly around that length and when they did close upon the strong, spongy weight it was a moment of hideous bliss.
A long, low moan escaped her throat.
“Very good darling,” Rarity purred, “now, slowly up and down.”
Fluttershy obeyed. She looked down to see Rarity watching her intently, as if considering some work of fine art but more than that there was hungry gleam in her eyes.
“Cum for me, darling,” the dressmaker murmured and before too long there was a moment of mind annihilating pleasure, a hot stinging joy as the cum boiled up and launched it self in long streamers.
In the present Fluttershy came a half stroke after she had in her memory, at the sight of that first long stream of jism splashing against her friend’s perfect features, the look of absolute bliss that had passed over them.
The orgasm in both past and present seemed to last forever. At some point Fluttershy became aware of Rarity’s mouth closing over her spurting cock head, of the mare gulping down the last few shots of cum.
Fluttershy looked down in her cottage at the streaks of cooling seed sprayed across the floor. In the past Rarity kissed Fluttershy’s glans, her shaft, her swolen testes, her pubic mound, her cunt which was accompanied by a long, loving lick, her pudgy stomach, her breasts, and then the mare wrapped her arms around Fluttershy and pulled her into a deep kiss and Fluttershy bent down, the memory of that kiss still burning in her and licked a single streak of her cum from the floor as in the memory Rarity pushed a mouthful of the slimy, salty, sinful and delicious goo into hers as they kissed.
Some time later Fluttershy satisfied herself that the floor was clean. She had only lapped up the single streak, though she had savored it for far too long by her estimation. She stood up, her panties now in the hamper and stepped out of her house.
There was no choice. To have any chance at living her life she would need Twilight’s help.
With a deep breath, Fluttershy stepped into the day and whatever it held.
CHAPTER 2
The trip from Fluttershy’s cottage to the library home of Twilight Sparkle was at once completely uneventful from an outside perspective and also a herculean effort from the perspective of the pegasus herself.
Fluttershy had never really been comfortable in her own skin. She had spent her whole life trying to cope with the fact that her shy, retiring soul had been born into a body that invariably attracted attention.
It was all more or less benign of course, and she had to an extent learned to live with being rather eye catching in a way that spoke more to physical lusts than dignity or presence.
And past a certain age most ponies did no more than double take the first time they saw her, and afterwards interacted with her more or less as they would any other pony. Really the only ponies who stared were young, hormone ridden stallions who had not yet learned not to.
Even back in the halcyon days of two and half weeks ago when she had not been freakish in any way the could always feel the eyes of teenage colts and the occasional mare locked with laser like focus on her breasts, following every bounce and heave with rapt attention.
Now she walked through Ponyville taking backstreets and side alleys whenever she could. It was still not enough to fully avoid the crowds though and everytime she stepped onto the street it seemed that there was some casual acquaintance of hers giving a friendly wave or a casual nod which she felt obligated to return with a forced smile.
Fluttershy had feared that attention might stir some unfortunate reaction from her now treacherous body and it nearly had. She’d passed Snips and Snails playing some strange game of their own devising involving a jump rope, two tin cans and dice of several different makes that had ceased the minute she’d walked by.
The feel of their attention on her soon set her body to its hideous, wonderful work and then all of that had been crushed as the mare realized her situation and was replaced with a profound terror of discovery.
They day, already hot and bright seemed too much so, every color stabbed at her eyes. The heat joined with fear so that sweat rolled down her body. She could feel her heart hammering away in her chest and found herself taking deep, panicked breaths as she quickened her pace. Fluttershy no longer feared discovery, she feared dropping dead of a heart attack there on the street.
Her ordeal seemed to take an eternity, the streets of the quaint town took on a labyrinthine and sinister aspect and the tree that housed the library seemed to never draw closer.
All nightmares must come to an end though, and mercifully this one did soon enough. Fluttershy stood before the library, reached for the handle and hesitated.
There was no reason not to simply walk in, after all it was a public building even if you had to hold most of the population at sword point before they’d venture inside for the purpose of actually reading.
The creeping fear still held fast to Fluttershy’s gut and so she opened the door and stepped inside, calling out for Twilight or Spike.
“Is anypony home?”
Silence save for the noise of the street outside was her answer. The knot in her stomach doubled in size.
“Anypony?” she swallowed hard and spoke louder, “Spike? Twilight?”
“Hi Fluttershy!” called a boyish voice from just to the side of her field of view.
The pegasus squeaked, jumped, fluttered her wings in a panic and then fell to the ground in a heap.
Senseless seconds passed and then she felt clawed hands pull her up into a sitting position. She became aware of a familiar scratchy voice, it belong to a friend and it was babbling away in a concerned tone. She felt she should answer it. Afterall it was never nice to make a friend worry unnecessarily. Had she hit her head?
Fluttershy blinked open her eyes and beheld a youth, his snout subtly different from that of pony children. Green scales ran from his jaw down to his stomach, though currently these were hidden by the simple black shirt he worse.
A name swam into view. Spike.
“Oh my gosh Fluttershy I’m so, so sorry, I didn’t mean to startle you, are you alright?” he babbled out.
The mare gave him a weak smile and with his help got to her hooves.
“Its alright, Spike,” she said, stroking a hand over the flexible ridges of the baby dragon’s head, “Is Twilight home?”
“Yeah, she’s down in the basement, why?” Spike countered.
Fluttershy blushed and wrung her hands, a nervous affectation she’d had since childhood.
“I…” she gulped, her mouth went dry, “I need her help with a, um, personal problem.”
Spike arched an eyebrow.
“You mean like dating and stuff? Twilight’s smart but she doesn’t get out too much if you know what I mean,” the dragon gave her a conspiratorial wink on the last word.
Fluttershy shook her head.
“N-not that Spike, I just…” she found herself hunching down, trying to look smaller even as her voice became softer, “I just have a problem I need Twilight’s help with. A, um, private problem.”
Spike shrugged.
“Well like I said she’s down in the basement.”
Fluttershy thanked him and made her way over to the door. She did not particularly long to talk to Twilight about her little problem, but there was something positively obscene about letting someone as innocent as Spike have even a fraction of an idea of what the problem was.
She took a deep breath, straightened up and entered the library basement.
@gasmaskangel
The pegasus stood at the top of the descending stairs and gazed down at the so called basement. The word didn’t really apply anymore.
In Fluttershy’s experience basements are where you stored things you had no use for but still refused to throw away because they might be useful one day. It was where you stored tools that you could never find again so that every time you need to hang a picture you had to buy a new hammer and a new box of nails.
The word that best describe the basement of the library was “laboratory.”
Stacks of paper and thick, arcane looking tomes scattered the landscape, odd machines loomed up like monolithic geography from a forest and at the center of it all was Equestria’s newest princess, Twilight Sparkle, sitting at a desk utterly absorbed in something that Fluttershy could not see.
“Twilight?” she asked and when the got no response repeated herself loudly, which for Fluttershy is about a normal pony’s speaking voice.
Twilight still didn’t look up from whatever she was toying with down there, and so the pegasus descended, carefully. The stairs were as stacked with papers and books as the rest of the room.
Finally she was able to approach her friend, calling out to her softly as she approached. Twilight could get a bit odd when she was absorbed in her work.
“Twilight? Um, I hope I’m not interrupting anything~~” Fluttershy said as she reached out to touch the mare’s shoulder, and was cut off when Twilight growled and shouted, “Confounded box tell me your secrets!”
The mare whirled snatched up a hammer from a bin full of hammers, and abruptly stopped as soon as she noticed Fluttershy.
“Oh, hello. One moment please,” so saying Twilight stood up, let out a frustrated scream of rage and brought the hammer crashing down on what Fluttershy could now see was the curious box they had retrieved from the tree of harmony.
There was a crack of noise like thunder and Twilight was flung back from the box directly into Fluttershy and both mares tumbled tail over teakettle into the forest of paper.
The pegasus blinked. The box sat on the table utterly unharmed, while the hammer that Twilight was still clutching was now nothing more than a charcoal stick.
The librarian looked up at Fluttershy and grinned in a way that made her look either mad or drunk.
“Hey there Fluttershy, didn’t hear you come in,” she said, and then got up, tossed the burnt handle aside and then extended a hand to help the pegasus to her hooves. It disturbed Fluttershy how often she’d been knocked to the ground that day.
“Its… its alright,” the mare mumbled.
Twilight turned back to the table and glared down at the box. Fluttershy noted that the librarian’s mane was in bad need of a comb and that she was moving with jerky, slightly too quick movements that were the outward sign that she was fixed into some deep obsession or another.
The pegasus only noted that she was backing away from the mare when her leg knocked over a pile of papers. The last time Twilight had been like this she’d accidentally incited a riot over a ratty old doll.
“I, um, I can come back later if you’re busy,” she said, forcing herself to stay put.
Twilight grunted, then turned and folded her arms across her chest and gave the pegasus a decidedly less insane smile.
“It was probably time I stopped messing with that stupid thing anyways,” she said, “be honest, how crazy did I look?”
Fluttershy sighed as the tension drained out of the room.
“You’re not crazy, Twilight, you just get a little to into your work sometimes is all,” the pegasus felt a lovely warm sensation when Twilight’s smile grew into a grin and she threw back her head and laughed.
“My insanity aside, do you need something or is this just a social call?” before Fluttershy could respond Twilight trotted over to a small stove with a plain white kettle on it that was tucked in the far side of the room in its own little alcove kept carefully free of anything flammable, “either way you’re staying for tea, Princess’s orders.”
The warmth in Fluttershy drained away. Now was the moment of truth and it terrified her. An irrational fear sprung up that Twilight would toss her out of the library and out of her life, and Fluttershy did not think she could cope with that sort of rejection.
“
There were no words yet, just quiet, hitching coughs in her throat and a burning feeling of shame and humiliation.
She felt Twilight’s arms wrap around her, and the librarian’s muzzle pressing against her neck.
She was saying something, but Fluttershy couldn’t make it out beyond the soothing, gentle tone. It was possible that no words were being said, only reassurance.
Her own arms found their way around Twilight. Fingers brushed against the soft feathers of her wing and Fluttershy wondered if she’d ever noticed how very nice Twilight felt before. It wasn’t as if they’d never hugged before, but some how she was more aware of the curves and contours of the librarian’s body.
Her hand drifted lower, following the curve of Twilight’s back.
“Fluttershy?” Twilight asked, soft and sweet, “what in the name of Celestia is pressing into my stomach?”
The pegus pushed out of Twilight’s embrace, and staggered back. She couldn’t see her face, she couldn’t look Twilight in the face. Her tears had slowed during the embrace, but now they threatened to return in full force.
“Where the heck did you get a penis?!” Twilight all but shouted.
Fluttershy looked down. Her skirt was long enough that the erection was not exposed, but it was tented out in front of her in an unmistakable sort of way.
“I d-don’t k-know…” she stammered, “I-I’m so sor-sorry.”
Now that she was aware of the arousal, the feel of her plain skirt brushing against shaft and head made itself known. She shuddered and moaned.
The basement felt entirely too hot now, sweat rolled down beneath her clothes and her body demanded to be free of these constraints even as it begged to return to being pressed against Twilight again.
Her female sex was hot, pouring its juices freely. Her nipples ached and the pegasus could feel the first few drops of warm milk dribbling out.
Twilight had apparently mistaken the shuddering and small, soft noises her friend was making for sounds of deep distress. When Fluttershy looked up she was walking slowly towards her with hands held up placatingly and concern writ large on her face.
“What happened?” the librarian asked.
Fluttershy shook her head, “I don- I don’t know,” she brushed tears from her eyes with the back of a hand and felt an overwhelming urge to taste her own flesh. It wouldn’t be as good as tasting Twilight’s, but it would do for now.
“It was just there when I woke up one morning,” she finished, reclaiming some measure of composure.
Twilight abruptly frowned. “Did Discord do this?!” she demanded, her voice taking on an angry edge, “I swear to Celestia that if he did he’s going back to being a statue, elements or no.”
“N-no!” Fluttershy stammered, “At least I’m pretty sure it wasn’t him. I mean, I thought it was just one of his pranks at first-”
“Giving you a penis is his idea of a prank?” Twilight deadpanned.
“-but when I confronted him he was as worried as I was,” she gave a helpless shrug, “He offered to get rid of it, and he tried for a long time but everytime he tried some sort of magic it would just reappear.”
“Alright,” Twilight growled and rubbed at her temple, “well lets see if I can figure this out.”
She guided Fluttershy to a chair and gently pushed her down into it.
“Now, I’ll have to start by asking you some questions, then I’ll begin a more thorough examination, ok?”
Fluttershy nodded her assent and the librarian began to ask about all sorts of niggling details that seemed rather unimportant to Fluttershy. Had she done anything odd in the days before her problem had started? (No, not really.) Had she come in contact with any unusual plants or animals? (Fluttershy came into contact with unusual animals practically every day.) Had she desecrated any altars of ancient gods prone to cursing ponies and so on. In addition to these, which were at least a bit relevant, Twilight grilled her about things utterly unrelated. Things like what was her birth date, how old was she, when had she cheered for Rainbow Dash in the best young flyers competition.
“Twilight, what does that have to do with anything?” Fluttershy finally asked.
“Well its important to see how much your mind has been affected, frankly you pretty much seem to be yourself, just with, you know, a penis,” Twilight scratched her head with the pencil she was using to take notes, “now, before that thing showed up, how often did you masturbate?”
Fluttershy stared at the librarian, her mouth open in horror and her face flushing scarlet.
“N-never!” she lied. Twilight arched a skeptical eyebrow, but said nothing and simply wrote down often in her notes.
“Ok… so since growing a penis, has this changed at all?” she asked as Fluttershy squirmed in her seat.
The arousal from feeling Twilight’s soft body pressed against her’s had worn off a bit during the questions, but now that it had turned to more prurient topics she could feel the hot pulse of blood in her loins starting anew.
“Is… is that important?” Fluttershy asked, trying to hide behind her mane and also casting a bit more of an interested glance than normal at her friend.
Twilight had never been an overly athletic mare, though this was changing somewhat since she’d gained the power of flight. It was a rare winged pony who put on much weight as the activity was rather strenuous.
The best description really was that Twilight looked healthy. She had a decent amount of meat on her bones, though she’d lost the pudge that had been characteristic of somepony who spent most of her time reading indoors and had to be reminded to eat (invariably this only resulted in her eating junk food.)
Most of the weight had been lost from her upper body, her thighs and buttocks still keeping their pinchable plumpness.
Fluttershy found herself visualizing the mare naked. Her moderately sized breasts exposed and begging to be fondled, licked and nibbled, purple pubic hair visible between her legs and beneath that the dark pearl of her clitoris and the warm, inviting caverns of her sex. Her belly, still slightly convex and so pleasant to stroke and rest a cheek upon. Her arms, looking stronger these days, urging your mouth lower to that distant treasure which needed a mare to lick and nibble, her eyes staring directly at Fluttershy’s groin…
The pegasus looked down, squeaked and attempted to hide her growing erection which was again tenting up her skirt.
“S-sorry,” she mumbled.
“Don’t sweat it,” Twilight said, though her face looked uncertain, “anyways, these questions are important. We need to establish a baseline of your behavior to spot any differences that might be more than just understandable curiosity or hormonal changes.”
“Curiosity?” Fluttershy asked, trying to divert her mind from how every inch of Twilight needed love, and how every inch of her own flesh ached to be in contact with her.
“It would be perfectly normal for any mare to be curious about having a stallionhood,” Twilight said, her eyes still fixed on Fluttershy’s crotch, “I know that I’d certainly experiment with it pretty thoroughly.”
Fluttershy wondered if it was possible to die of pure shame. The image of Twilight playing with a cock of her own, causing to to spurt great ropes of sticky cum over her body flared up in Fluttershy’s mind.
“Now, the, um, other part of your affliction,” Twilight said, finally tearing her eyes away from the swell of Fluttershy’s cock beneath her skirt and instead up to her extremely generous chest, “I take it your breasts grew and began lactating at around the same time?”
Fluttershy nodded. The two growing milky splotches on her shirt were testament to that. The mare also noticed that Twilight was shifting uncomfortably and seemed to be rubbing her legs together rather more than usual.
There was a long, heavy silence between the two. Eventually, Twilight seemed to have come to a decision.
“Fluttershy, I’m going to need to ask you to do something you may be uncomfortable with,” she began to walk towards the mare.
“W-what?”
“Strip,” Twilight abruptly stopped in her tracks, suddenly aware that she was not exactly behaving in a manner befitting pure research, fortunately she was very intelligent, and thus very good at rationalizing her own behavior, “I need to examine you. Thoroughly, and it will save time if I can do that and ask you the necessary questions at the same time.”
After a moment’s pause she added, “besides, we don’t want your clothing to get any more soiled than it already is.”
Fluttershy, hesitated, blushed and then found herself reaching down to her shirt. She was about to be naked in front of one of her best friends. Would it be like Rarity, end with the mare revelling in her pleasure as she stroked an orgasm out of herself, or would it be something new?
Twilight took her friend’s hesitation for nervousness, and came to a conclusion that like anypony in a doctor’s office, Fluttershy was being made to feel small and helpless before the person with clothes on, i.e. the doctor and in this case Twilight, who was not a doctor but was fulfilling the role.
So she decided to even the field.
Fluttershy had her shirt halfway over her belly when she heard the sound of cloth settling on the floor and looked up to see Twilight now dressed only her bra and skirt, and as she watched the skirt fell to the floor as well.
Twilight favored simple white undergarments, which was both perfectly in keeping with her personality and also a bit disappointing for Fluttershy, at least until she noted a hint wetness at the mare’s groin.
Then the panties fell to the floor and it was all the pegasus could do not to tackle her to the ground and ravish her. She had honestly never seen another mare naked, and she came to the conclusion then and there that she wanted to see more of them.
Beneath her coat Twilight’s flesh was dark, nearly black, and the delicate lips of her cunt and the button of her clit shone with a soft sheen in the low light of the basement.
Fluttershy took a step forward as her shirt fell to the ground. Her own bra was straining to hold back her heaving breasts. Twilight watched seemingly impassive but with something hungry shining in her eyes.
The pegasus’s skirt fell to the ground, exposing the full length of her shaft to Twilight who’s eyes went wide at the sight.
As Fluttershy approached the librarian sat down heavily, gazing in wonder at the gorgeous being before her. She wondered how Fluttershy could possibly consider the cock a burden, it made her perfect in Twilight’s eyes.
Fluttershy knelt down over the mare, and then drew her into a kiss, long and deep. With one hand she stroked over Twilight’s velvet skin to cup a breast and she felt the nipple grow hard in her hand.
The librarian was breathing hard as Fluttershy parted the kiss and gazed into her eyes. She wanted so badly for it to go on and on forever. She realized that the mare was asking permission to continue, and nodded her head in assent.
It was all the invitation the mare needed. Her mouth returned to Twilight’s, and the hand at her breast slid lower, stroking over Twilight’s belly to her hip and soon Fluttershy’s mouth followed.
She kissed and licked at Twilight’s chin, jaw and neck. It was so very sweet to feel the librarian trembling with pleasure and anticipation to Fluttershy’s amateurish but gentle ministrations.
She went to the collar bone, down the slope of a breast and finally she found the mare’s nipple. She licked, kissed and sucked gently upon it.
Twilight moaned in response and it was the loveliest sound the pegasus had ever heard and in search of more of that beautiful music the pegasus moved lower, kissing and stroking the librarian’s belly.
She was so close to that treasure now, she could smell Twilight’s arousal and it made her aware of her own. Her cock was so hard that it hurt, begging to be touched or even better to be plunged into Twilight’s sweet cunt.
Some instinct warned against this though. This same instinct also warned against simply diving into lick up the juices pouring from her flower. Instead when she reached the thick patch of purple pubic hair (which she noted also had a pink stripe running through) and breathed in deeply.
The smell was thick and musky with a sharp, bitter edge. It was not a smell that Fluttershy considered she should be attracted to and yet it made her mouth water.
Fluttershy moved her attentions away from that though, she drew up Twilight’s leg, pressing her milky breasts against the thigh as she kissed first at the calf muscles. She licked lower, down to the librarian’s knees and then to the candy walls of her thighs.
Twilight’s breath shuddered, her voice came hot and heavy in low, whimpering moans. Fluttershy glanced over and saw that the mare had a hand at her honeypot, stroking and sliding a finger in.
Now was the time.
She reached over and gently took Twilight’s hand, bringing it to her lips where she sucked the fingers in, cleaning them one by one.
It was the first time Fluttershy had ever tasted cunt. The flavor was much like the smell and yet there was something wonderful and compelling in it, and in her heart the mare knew that she would never have enough of it.
She released the librarian’s hand, kissed it, and then lowered her head to just before Twilight’s flower.
The lips were parted, exposing the velvety black folds within glistening with mare cum. Having no idea where to begin when pleasuring a mare with her mouth, Fluttershy decided to begin with a simple lick.
That was when her will cracked completely, her tongue pressed against the honeypot and pressed into it, the source of the heavenly nectar that had been on Twilight’s delicate fingers.
All attempts at subtlety vanished. Fluttershy dove in with a raw hunger that was nearly frightening in its intensity. Her tongue dove in, plunging into slick petals and lapping up as much of the juices as she could.
Not helping things was Twilight, who moaned and gasped and shook in ways that only encouraged the mare to plunge deeper. At some point Fluttershy got her hand up to rub at the mare’s clit and soon after the librarian arched her back and gave a harsh, stuttering scream as tension snapped loose.
She gushed, drenching Fluttershy’s face in her nectar and this flood of her new favorite taste only sent the pegasus into a greater frenzy. She licked and sucked and kissed and nibbled and orgasm after orgasm rocked Twilight’s body and when the pegasus finally pulled back Twilight lay drenched in sweat, shaking with the aftershocks of mind annihilating pleasure.
She climbed over the prone mare.
“Twilight?” she asked, “are you alright?”
The librarian pulled her down and into another deep kiss, not caring if the mare’s mouth tasted of cunt.
“Th-that was wonderful,” she said, and Fluttershy beamed down at her.
“Now,” the librarian sat up, “back to business. We need to get you off. I’ll need a semen sample.”
“What?” Fluttershy was taken aback, her own mind still riding the high of raw lust.
Twilight laughed and kissed Twilight again, this time lightly.
“Anyway you want to give it to me is fine, Fluttershy,” she lay back again with a lazy, satisfied grin, “I figure I owe you that after you, well, you know.”
She licked her lips while keeping eye contact with Fluttershy.
This time Fluttershy nearly did faint. She’d simply been going with the flow up until now, and suddenly Twilight was offering herself up in like a sacrifice to some hoary old god, except without the decapitation or heart ripping.
For a brief moment she considered running away, nakedness and shame be damned. But then memory crept in of how lovely it had sounded to hear the librarian’s heavy moans and how marvelous the taste of her cunt had been.
She looked down. It says more about the size of Fluttershy’s breasts than that of her cock that she could only see the flared head beyond them. Her hardness had not diminished a bit, it felt full, heavy and painfully stiff. It begged to be plunged into a hole, any hole so long as it was hot and wonderfully wet.
The memory of Rarity’s lips upon it rose up once more, but the pegasus hesitated before taking that route. She wanted to hear Twilight make more of those wonderful noises, and she dimmly recalled girls in her youth complaining about giving their colt friends head.
The left only the sweet flower below, or the perfect pucker of Twilight’s ass as options then.
Of course, she could simply masturbate over the prone mare. The pearly strings of cum would look so lovely against the soft purple of the librarian’s coat.
In the end though it was a perverse curiosity that decided her course of action. She among all mares would know what it was like to feel the velvet walls of soaking marehood close around her thick cock.
Being utterly ignorant of these matters, but guided by unknown instinct, Fluttershy pulled herself a bit closer to her friend.
Twilight had a sleepy look on her face, but obligingly pulled her legs a little further apart as the mare approached.
Fluttershy took her member in hand and goraned softly. Even that touch was hideously wonderful. She suspected that she wouldn’t last very long upon penetrating her friend, but considering that her previous oral activities this was perhaps allowable.
With care she guided the head of her prick to Twilight’s waiting cunt. For her part Twilight had propped herself up to watch the entry, and she could see the clear precum beading and dripping from Fluttershy’s urethra.
She wondered how it would taste.
When glans met cunt there was a temptation to simply thrust into the wet warmth, but instead the pegasus held back. She rubbed her cockhead up and down, marvelling at the way it parted those lips, pressing herself against Twilight’s overstimulated clit and being rewarded with a throaty moan.
She penetrated Twilight with aching slowness, afraid that going in too eager would hurt the librarian. This had the pleasant side effect of letting both mares savor the new sensations they were encountering.
Fluttershy was amazed at the tightness, the softness, the silky, slick texture of those petals and most of all at the heat which poured from the librarian’s cunt into her prick, and Twilight herself revelled in the feeling of her first true fuck.
Oh she had experimented with a few colts and fillies back when she was in school. She had even performed oral sex on a cummly mare a few years older than her and found that she rather enjoyed the experience. The mare had not reciprocated, which hurt Twilight’s feelings at the time.
Nopony but her had ever paid attention to her cunt, and being too embarrassed to acquire a discreet aid of the sort favored by other single mares the only relief she’d had was in her fingers.
That certainly held its charm, and likely always would, but it simply could not compare to the feeling of hot, hard flesh pushing slowly into her, every inch an exciting electric sensation that she had time to savor. More than that was the feeling of fullness, and she knew that she’d always miss that once the deed was done, even if she fucked for everyday of her life afterwards.
Nothing would ever compare to that first fuck.
Before too long, but long enough for Twilight to return to full arousal, Fluttershy had pushed in about as far as she felt she could while still keeping Twilight comfortable, just before the medial ring of her cock, and abruptly stopped.
She realized once more that she had absolutely no idea how to properly do this, nopony had ever bothered to explain the actual mechanics of lovemaking to her. She understood the basic concept of course, anyone of any species who deals with animals a great deal cannot avoid learning how the majority of creatures went about it, which is to say climb on top of the female then thrust, but how one went about doing so in a way that was pleasurable for a mare was not generally of great concern in the animal kingdom.
Twilight mistook hesitation for ignorance.
“You sort of saw in and out, I think,” she murmured in a dreamy voice. For her part she’d be happy if Fluttershy just stayed in place forever, keeping her wonderfully and eternally full of thick mare cock.
Fluttershy flushed with embarrassment and drew back till only the tip remained, drawing a disappointed moan from the librarian, then slid back a bit faster and a bit deeper than before which produced a far more pleased sound from the mare beneath her.
Twilight’s cunt, responding to millions of years of evolution and instinct clamped down and sucked in the intruder which had a maddening effect on Fluttershy.
Pulling back against that pressure proved even more pleasurable, a sucking, silky feeling that sent heavenly tingles up and down her spine. Soon Fluttershy had fallen into a rhythm. Twilight’s cunt was as warm and inviting as Rarity’s mouth but the pressure was what elevated it, the battle between cunt and cock was where the gateway to bliss unimaginable lay and both mare’s knew it in their bones as both built speed, Fluttershy fucking in and Twilight rolling her hips to meet her.
It was heaven and hell rolled into one for Fluttershy, her whole body was tense, aching for the release she was so close to and yet she refused it, pouring every ounce of her will into holding off her own orgasm until she’d heard Twilight cry out in beautiful orgasm once more.
She was not aware save in the most dim of ways that she was fully inside her friend now, her full, heavy balls slapping against Twilight’s bouncing, jiggling buttocks, she was aware only of the tension and the feel of the mare’s wet cunt wrapped around her.
All at once, her walls broke. The sound she made was half a cry of exhaultation and release and half a moan of despair that she couldn’t last longer.
Her balls pulled in tight and ached in a most wonderful way as her cock erupted in Twilight’s sex, pumping rope after rope of cum inside.
Twilight also cried out. She was so close to the edge and the feeling of white hot semen spurting into her was pushing her so close to the edge that it was utterly maddening. Her hand flew to her clit and rubbed furiously and finally she was able to force an orgasm out.
She thrashed in her pleasure, and Fluttershy slid back to give her room pulling her still spurting stallionhood from the librarian and spewing her molten seed into the air.
It mostly landed on Twilight, and if the mare was aware of it she gave no sign. Fluttershy looked on and began to stroke herself, trying to send more of the jism onto the mare. It clung to her coat artfully, sliding over breasts, splashing across stock and the hand still rubbing at her cunt. Some even went far enough to land on her face.
Finally, their passions died down. Fluttershy was still stroking her softening cock, milking a few last drops of cum from it which rolled over her hand and which she absent mindedly licked off.
Twilight lay sprawled in a pool of sweat and mixed sexual fluids, an idiot grin on her face. The papers and books around her were scattered freely, some now sticky with cum as the librarian herself was.
Both were panting, breathing in the thick aroma of sex. Fluttershy thought it smelled wonderful.
Eventually Twilight was able to sit up, though her arms shook with the effort and she was still breathing hard.
“That,” she said, her voice shaking, “was quite educational.”
With more effort and few false starts she got herself wobbling to her hooves. Between her legs Fluttershy’s cum ran freely, dripping down in wet, slimy trails. The pegasus wondered what it would be like to lick Twilight now.
In a distant sort of way she was aware that she was getting hard again, but exhastion dulled everything.
Twilight smiled down at her as Fluttershy drifted off into sleep.