"Did... did you figure out how to turn me back?" Fluttershy asked.

I and my marefriend were in Twilight's library basement. We had Luna watch our kids with the Crusaders in our home, while I and Shy went to go see Twilight when she sent her dragon to us.

The Unicorn's mane was a mess and I just knew she haven't slept in a while. She was on her work desk, yet again, her ear was twitching again for help. I always wondered if the subconscious of herself was controlling that ear to send for help or something like that.

"What?" she spun her head around when she heard us.

"Did you figure out how to turn her back into a pony?" I said to the tired looking mare.

"Yes! Yes." she got off her chair and went over to us, "I figured that out. Just a little tweaking here and there and it should be Alllll fixed!" her left eyes then twitched right after and held her creepy looking grin.

We felt a wave of uneasiness wash over us and I didn't want her fooling around with Fluttershy in the state she was in right now.

"Ahh... maybe you should go rest first, Twi. You don't look all that good right now." I said, a bit worried for her and Fluttershy.

"No!" she snapped and stomped with her hoof, "We must do it now, or I'll forget every detail to turn her back!" she scrunched up her muzzle.

I crossed my arms, "Twilight. I trust you. You're a great friend. You're very talented mare. But-" she then cut me off.

"But I can do this!" her horn started glowing and she was soon engulfed in her own magic. After a moment, the magic disappeared from her. Her eyes weren't blood shot anymore, her mane and tail were back and her sagging eyelids were no more. "See, now I'm all better, but I only have three minutes till I drop dead, sleeping."

She went around Fluttershy and started pushing her to the center of the room. "Just stay still, Fluttershy. It won't be long." she said to her.

"Okay, Twi, but are you sure you know what you're doing?" I asked, a little worried for my angel.

"I'm one hundred percent, positively sure Winter. Don't you worry." she looked thoughtful for a moment and looked back at her friend, "Okay, Fluttershy. Are you ready?" she asked.

"Um... um..." she wrapped herself with her wings, covering her face and her body lightly shook in fear, "...yes..." she whispered.

Twilight's horn started glowing and shot out to the frightened mare. Fluttershy's body glowed into a blinding light. I covered my eyes to prevent being blinded.

When the light started dimming, I slowly uncovered my eyes to see if she was okay. When I saw her, she was sitting on the floor, still covered in her wings, and her tail wrapped around her.

"Shy?" I said to her.

She peaked out her eyes from hidding and looked around, her ear twitched and looked at me, "Winter?"

"Are you a pony again?" I asked and took a step forward.

She looked in her wings and her eyes shot wide open and looked back at me. "Your cloths... they're gone." she said and her cheeks turned red and covered her face once more.

I walked over to her and saw she was still the same but nude. I saw a ring of ashes around her and looked at Twilight, "It didn't work, Twi." I said to her.

Her expression went from shock, to fainting on the floor face first, her rump sticking up in the air. She started snoring and we just looked at her, dumbfounded.

I walked over to the snoring mare, picked her up on my arms and turned back to Fluttershy. "Come on, Shy. Let's get you covered and head home."

She got up to her feet and stuck close to me, trying her best to cover her lady parts with my body and her wings. We started going up the stairs and she opened the door for me sense my hands were full.

When we spotted Spike cleaning the shelves on a ladder, Fluttershy re-positioned herself right behind me, her face turning red.

"Hey, Spike. Can you go and get a towel please? We kinda need one and grab a dustpan. Fluttershy's cloths turned to ashes in the basement." I said to him.

His cheeks turned red and nodded. He got down from the ladder and ran up the stairs. When he came back, he gave the towel to Fluttershy while looking down with pink cheeks. She covered half her body with it but the top half was still very bare. Believe me, I can feel it.

Spike then ran to the kitchen and heard him searching through the cupboards. With him distracted, I gently laid Twilight on the floor, took off my t-shirt and slipped it on Fluttershy to cover her completely.

She smiled at me, "Thank you, Winter." she kissed me and I felt her tongue press on my lips.

"Anytime, angel." I replied and picked up Twilight once more.

I got up to her room, put her to bed and went back down to see Fluttershy waiting for me near the door and heard Spike still in the kitchen. "See you later, Spike!" I yelled as I put on my shoes.

"Yeah! Later, Winter!" then a pot went loose, fell, and hit his head, "Ow!"

I chuckled and headed out the door with Fluttershy's arms wrapped around mine and rested her cheek on my shoulder.

When we were half way to her cottage, she spoke up, "Did I ever tell you how much I love your clothing?"

I rested my head on her and smiled, "Yup." I breathed in, taking in her female sent, "The same reason why you smell so attractive to me."

She giggled silently, felt the tip of her nose on my neck and heard her taking in my sent, "Exactly..." she said in a seductive tone and kissed my neck.

It's kinda weird not wearing my t-shirt outside, leaving my chest bare. But for her, it's worth it.

When we got to the cottage door, we heard the Crusaders, Luna, and our kids giggling and laughing inside. But then we heard another set of laughter inside. I looked at Fluttershy, she was listening intently, twitching her ears every few seconds. Her eyes then bulged out, grabbed the door knob and quickly opened the door.

When she opened it and got in, her body froze when she saw two more ponies in the living room, our two kids playing on one of them.

The two new ponies looked at us with their eyes wide, "Sweetie? Is that you?" the mare said. She laid on her back with our kids on her stomach and chest.

"Mom... Dad?..." she said nervously at the couple, her cheeks visibly turning pink.

The kids got off the mare and ran over to us. Snowflake hugged my leg, while Spirit with Fluttershy. I picked up my daughter, she kissed my cheek and wrapped her little arms around my neck lovingly.

Fluttershy crouched down when the couple got up to her. "It's been so long, sweetie. How are you?" the mare hugged her with Spirit in-between them.

"I'm okay, mom." she answered as they separated and hugged the other.

The mare nuzzled Spirit in Fluttershy's arms, he laughed and hugged the mare's muzzled. She took a step back and examined her grown up daughter, "You looked a little different, sweetie." her head tilted to the side, "Is it your mane?"

Fluttershy's color increased, "Um... I had a little accident with my friends in the library a few... weeks ago." It's been more then a month to be honest.

The mare then turned her gaze to me and got up to me. I started to get a little nervous when she was looking at me closely.

Her coat, mane and tail were a lighter shades of colors then Fluttershy had and the colors of her eyes were Sapphire blue. I spotted her Cutie Mark were a trio of pink flowers like Cheerilee had.

"What's your name, honey?" she asked as she sat down with a smile.

"Winternight, ma'am." I answered politely as possible.

"I never seen a creature like you before." she examined me a little more with her searching, curious eyes.

"I'm the only one of my kind in this world, ma'am." I answered once more.

One of her eyebrows arched in interest, "Really? Are you an alien then?" she sure was a curious one.

"Something like that, ma'am." I answered.

Luna then went up beside me with the Crusaders, "He's from another Universe." Luna said to her and she wrapped a wing around me, "Winter's a very good and a trusting friend, miss." Luna said to her.

"Oh! Oh! He also took on a dragon by himself, saving Canterlot!" Sweetie Belle said happily.

When we settled down, I and Fluttershy got to our room to grab a shirt for myself and Fluttershy with one of my shorts. I noticed while we were getting ready that her powerful, female sent was acting up. We shared a passionate kiss for a few moments before separating. "This was un-expecting." she said to me as she wrapped her arms around me.

"Yeah..." I was still a little nervous meeting her parents. Not knowing if they'll approve of me and Shy being together.

"Don'y worry, Big boy." she pressed our bodies together. Oh man, this was not the time for teasing, "They'll get through it pretty easily. They're great parents and they'll understand." she then kissed me, lustfully and slipped in her tongue. We shared this for a moment before getting back down.

Fluttershy's mother and father were a little curious about me and that didn't do well for me. but with Fluttershy holding my hand, it went okay. They both were great to talk with and I figured out their personality pretty quickly. The mother was more free spirited and loving, while the father was a little more shy, but kind.

The father's coat was a pale tan color, his mane and tail were light brown but his eyes were exactly the same color like his daughter's. His Cutie Mark was a five pointed snowflake, blowing in the breeze.

"Sweetie." the mother said to her daughter.

"Yes?" Fluttershy was sitting on the floor with Spirit cradled in her arms, being tickled.

"Um..." she seemed a little nervous, her father as well. "I'm... I mean... you're getting a... sibling in six months..." she said, her cheek clearly pink.

We all looked at her in surprise, "Really?" Fluttershy said in disbelief. The mother nodded nervously with a smile. After a moment, Flutteshy smiled, "Brother or sister?" she asked excitedly.

"We don't know yet, but we should figure that out next month, sweetie." she answered.

"Mommy?" Spirit asked in her arms, "What are you talking about?" he asked.

She hugged him tightly, "You're getting a new Auntie or Uncle in a few months, sweetie." she said happily.

After some time, the parents decided to go walk around town with our kids, the Crusaders and Luna to show them.

"Make sure you behave, you two. Okay?" Fluttershy said to our kids. They nodded as they sat on their grandfather's back. She then kissed them, "I'll see you two later."

"Don't worry, sweetie. We'll take good care of them." the mother assured her.

"I know you will." Fluttershy replied. They started going towards town and Fluttershy yelled out, "Take your time!" and waved happily.

She then grabbed my wrist, dragged me in like a little child wanting to go to the next ride in an Amusement Park. She closed the door and pressed her lips onto mine, and her arms wrapped around my body like Python crushing its prey.

She looked at me with lustful eyes, "How about a quickie, hm?"

"What about your parents?" I was up for a quickie, but the thought of her parents catching us doing it was out weighing it.

She then used her puppy dog face on me, "Pweeaase?" her lower lip started to quiver like she was about to cry.

How could I fight against her soul crushing gaze? So one moment we were in the living room deciding what to do, and next, she was on top of me nude and on the bed in her room.

Right after making out, she moved down my body and looked at my dick hungrily. She gently grabbed my shaft and started sucking and licking my dick. She got me groaning within seconds of starting her blowjob. It was a little painful when she was sucking my dick, because it forced my blood to go into my dick, but it hurt so good. Her tongue... oh man, her tongue just explored every inch of my dick. Combined with the warm, wet walls of her mouth, I was about to explode.

"Sh-Shy... I'm n-ah... I'm not going to last long i-if you keep this up." I rested my hands on her head and grabbed one of her ears.

She stopped and slowly started taking my dick out of her mouth and made a light 'Pop' with my tip at the end. I looked down at her, she licked her lips, and looked at my erect dick. "I really done it this time, huh?" she touched the tip of my penis with the tips of her fingers and thumb. I winced and nodded.

She then moved up my body, dragging her breasts along my body. When we were eye level, I felt her wet pussy on my shaft and my dick twitched in reaction.

"Enough teasing." she reached down and positioned my dick on her lips, "Time for some fun."

I quickly grabbed her hips, pushed them down onto my dick and speared my dick into her. She yelled out and her wings sprung out to their full length across the room. I continued slamming my dick into her pussy, and each time I hit her cervix, she moan and yelled.

I then grabbed her shoulders, flipped us over and continued fucking her. She wrapped her arms around my neck and looked at me, panting. I leaned in and started kissing her while I continued slamming into her.

She then bit my left shoulder and embraced me tightly. Her pussy wrapped my dick tightly as well and with one more thrust, I unloaded my semen into her. She bit me harder , tightened her embrace and moaned loudly in reaction.

We resting for a few moments to catch our breath. When we did, she released her grip on my shoulder and lightly started licking the new bite mark with care. While she did that, I leaned down and started kissing her neck and shoulders.

She kissed my shoulder and we both looked at each other. "Did I ever tell you how much I love you?" she said with a loving smile.

"I think you did, love." I answered and kissed her nose. She giggled and we started making out on the bed while my dick was still in her pussy.

After some time, she cleaned herself and my dick with her mouth and tongue and I got a little curious about this medical book I read in Twilight's Library.

I looked at Fluttershy while we were still on the bed. She was resting her head on my chest and made little circles with her fingers. "First step, arouse her." I thought to myself.

I reached over and started massaging one of her breasts. "Have I ever told you how much you look beautiful?" I said to her with a smile.

She moaned and laid back on her back to reveal more of her body, "Mm-hm." she lightly nodded with closed eyes. She seemed to enjoy what I was doing to her.

I started sucking on her other breast and she started squirming around. I got on top of her, "Then I'll say it again." I leaned up to her and kissed her, "You're the most beautiful being I ever seen and that will never change." I said to her. I reached down to her little clit and pleasured her.

She wrapped her arms around me and licked my cheek. I kissed her before going down to her now wet thighs. Her sent filled my senses, I leaned in and started eating her out.

She moaned and panted when I sucked and licked her little clit. "Okay, step two, insert tongue." I thought to myself and slipped my tongue into her.

I licked around her sweet, sweet walls, searching for a little dent. When I found it near her clit and pressed it, she screamed out, her thighs clenched my head and she pushed my head deeper into her pussy.

"More!" she yelled.

"There it is." I thought to myself and continued pressing, rubbing and licking her G spot. She moaned and groaned loudly, she clenched my hair in pleasure and squirmed around on her sheets.

No more then a few moments later, she was breathing like she was running a marathon to Canterlot. Before I knew it, she squeezed my head with her thighs like a bear trap, screamed out and blew a load of liquid onto my face.

When she released me, her limbs went limp on the bed and my face was covered in her mess. I licked my lips to see what it tasked like. It was a unique new taste, "Not bad." I said to myself and looked at Fluttershy.

I got up to her, "Are you okay, love?" I asked and she moaned in response. I pulled up the covers for her, "Rest well." I kissed her cheek and she moaned once more.

I put on my cloths before going to the bathroom to clean Fluttershy's mess from my face.

When I got out, I heard the front door opening and the sound of hooves walking on the wooden floor. I went down to see Fluttershy's parents and my kids with them, but I wondered where the other four went.

The mother smiled at me, "Hello, Winter. Where's Fluttershy's?" she asked as the kids got off of their grandfather's back.

"She's resting in her room." I answered. My kids ran up to me and hugged my legs. I picked them both up and saw the mother going up the stairs. I followed her up, with the kids on my arms and got to Fluttershy's room.

We saw her standing beside the bed and looking at her daughter adoringly, "It's been so long sense we saw her." she said, leaned in and kissed Flutteshy's forehead.

"Mommy." Spirit said and started reaching out for her. I walked around the bed and gently set them both down beside her. Fluttershy instinctively wrapped her arms around them and pulled them closer to her. They got themselves comfortable on her and closed their eyes to rest.

The mother turned to me and waved over for me. I kneeled down to her, "Thank you for taking care of our daughter, Winter. I feared she would never find her own special love. But here she is, with her own family." she looked back at me, "You're a very nice, young... what ever you are." her cheeks turned pink, "I-I didn't mean it like that! I'm so sorry. But... keep our little girl safe."

I nodded, "I will." I answered.

She smiled and hugged me, "Thank you, dear." we separated. "By the way, how did you get her so tired?" she looked at me teasingly with s smirk. She nudged my shoulder with hers.

I felt my cheeks turning red, "W-what?" my mind was racing to come up with a lie, but I had a hard time trying to think because of her question and her teasing expression alone.

She giggled, "Don't worry, honey. I have my own toy to play with." she got to the door, "That reminds me," she licked her lips, "I'm getting a little hungry myself." she looked at me, "Have a splended evening, honey." she said to me before getting out.

I sat down on the floor, trying to process what just happened. "That's where she got the hunger for... How did she... what?" she sat for a few more moments, trying to figure out what happened.

I just shook my head and stood up to my feet. I looked at my kids and Fluttershy and it looked like the kids fell asleep. "I should've expected that." I rubbed my head and went out the room to get a cup of water to cool down my head.

Author's Notes:

I hope you enjoyed this new chapter of Lust and are having a wonderful holiday. Any thoughts?
Till next time, have a nice day and good reading.

(Sorry, I got nothing. This might happen more often in the future)