'Arf!' (or 'Twi' and 'Shy's Heavy Petting')

by darf

Chapter 1: Arf!



Twilight’s voice reached Fluttershy’s ear through a haze of too many comfy pillows and the warmth of the comforter wrapped around her. The warmth of that and Twilight’s body behind her, foreleg draped over her chest.

Fluttershy shifted a bit, but didn’t turn over completely, instead settling for an eyes-half open slight-turn in Twilight’s direction. Twilight, unlike Fluttershy, seemed fully conscious, while Fluttershy’s face said she’d likely be content to spend the rest of the day seeing how well she could melt into the softness of her mattress.

“Hmm?” Fluttershy blinked blearily in Twilight’s direction. Twilight’s smile shone back at her. The air in Fluttershy’s bedroom was as soft and welcoming as the bed, coloured by the light, fading sun of the summer sky.

“What’s the one thing you want more than anything?”

Fluttershy sat up a bit more, leaning against the fluffy pillows at the head of her bed. Twilight shifted with her, though her reluctance to fall into an evening of sleeping cuddling meant she didn’t have far to go.

“Well... gee, I don’t know. I guess to be happy, and have friends and a family that care about me, and—”

A hoof on her lips halted Fluttershy’s mumbling. Twilight grinned at her behind her extended foreleg, and Fluttershy’s cheeks shone a soft red as Twilight lowered her hoof.

“Not like that,” Twilight said, sitting up more fully. Fluttershy followed suit, but promptly leaned back against Twilight as she settled, resting her head on Twilight’s shoulder and closing her eyes with a soft sigh.

“I mean... you know.”

Fluttershy opened her eyes wide and looked up at Twilight, who was still smiling, albeit a bit nervously. Her eyes did all the questioning they needed to.

“You know... if you could have anything... like that...”

Fluttershy stared for a good few more seconds before her brain seemed to click, at which point the rose in her cheeks returned in the form of a full on wash of red, accompanied by a tiny squeak.

“Oh,” she said.

Twilight rolled her eyes and grinned wider.

“Come on, it’s not that big a deal. I just figured, y’know... we’ve been going out for, what, five months now?”

“Four months, two weeks, and five days,” Fluttershy corrected, her voice sounding oddly calm before she seemed to remember to be overtaken by her perpetual embarrassment. Twilight’s smile broke out even wider.

“You are so adorable.”

Fluttershy eeped and pulled her head in closer to her chest. Twilight ran a hoof through her mane, letting her touch linger along the base of Fluttershy’s neck, covered in soft strands of bubblegum pink hair.

“Anyway,” she said. “Four and a half months then. And we’ve done... stuff.”

The red in Fluttershy’s face threatened to turn her whole coat orange, but Twilight went on.

“But, I mean... I get the feeling there’s stuff we haven’t shared with each other. Important stuff. Like... I mean, do you feel we really know everything about each other?”

“I know your favorite book is Star Swirl: A Compiled Lexicon of Spells and Study,” Fluttershy said, the steady tone returning to her voice. “Your favorite meal is steamed lilacs and parsnip garnish, your favorite day of the week is Thursday, your favorite season is Autumn, and your favourite flavour of ice cream is Rocky Road.” Fluttershy settled her head back into Twilight’s shoulder and allowed herself a moment of eyes-closed sigh before returning to her senses.

“But, um... I wouldn’t say I know everything.”

Twilight’s jaw took a moment to close, apparently with considerable effort.

“...Right. Well, okay, there’s that. But I mean, I’m talking about personal stuff.” Fluttershy opened her mouth, but Twilight held out another hoof, stopping the potential flow of personal facts before it began. “Take, for example... I mean, did you know I like it when... when somepony licks around the base of my horn?” A lighter shade of the red that had caught in Fluttershy’s cheeks crept into Twilight’s. It intensified when Fluttershy, joining in the same blush, nodded curtly.

Twilight’s mouth fell open again for a moment before she collected it.

“You did?”

“Um... yes. You make that... that noise you make when you really like something.”

“I do?”

Fluttershy nodded.

“It’s the same one you make right before you... um...” Fluttershy trailed off, staring intently at her hooves and letting her voice disappear in quietness.

Twilight’s eyes went through the nearby wall and off into space with a look that said she was beginning to consider the ramifications of her questioning.

“Well... now I feel awful.”

Fluttershy sat up and spun around suddenly, letting her forehooves rest on Twilight’s shoulders.

“Oh, Twilight, don’t feel awful. I wouldn’t expect you to know as much about me as I do about you. I just, um... I’m good at noticing these things.”

“But I’m supposed to be the overly observant one!” Twilight threw her hooves up in the air, startling Fluttershy enough for her to draw back to avoid any errantly flying forelegs. Twilight let out a long breath of air as she let her hooves settle against the yellow-flower pattern of the comforter. Fluttershy waited a few seconds for safety before returning a hoof to Twilight’s shoulder.

“You are observant,” Fluttershy said, taking on a soothing, almost motherly tone. “You’re smart, and perceptive, and you notice so many things other ponies don’t. I just don’t really talk about myself...”

“Exactly!” The bed jostled as Twilight reached out a hoof and tapped Fluttershy on the chest with it hard enough to push her back an inch or two.

“Ow,” Fluttershy said softly.

“This is why I wanted to ask you,” Twilight said, apparently ignoring Fluttershy’s murmur. “If you already know so much about me, it’s only fair that I should get to know something about you. Something important. Something like... your biggest fantasy. Ever.” Twilight leaned forward, so close to Fluttershy that their noses were almost touching. Fluttershy barely held back an eep as she squinted her eyes into closing, only opening them after a few seconds of Twilight’s face in lock with hers. Twilight’s beaming face greeted her as her vision crept back.

“I don’t know Twilight. I don’t really have any—”

“Of course you do!” A swath of comforter flew up at Twilight’s interruption, accompanied by another hoof-shove into Fluttershy’s chest, this time enough to send her sprawling backwards onto the bed with a squeak’. Fluttershy landed on her back with a cringe and was quickly overtaken by Twilight, who followed her with a leering smile the whole way.

“Come on,” Twilight said, holding herself over Fluttershy with a delirious grin. “Tell me what it is.”


“You already know mine. It’s only fair.”

“Well...” Fluttershy dwindled off, prompting an even closer stare from Twilight. “I don’t... I don’t really know yours,” Fluttershy said, turning away from Twilight and then back as she finished her sentence.

“Sure you do,” Twilight said. “Heck, we’ve done it before.”

A small breath escaped Fluttershy’s lips as she closed them, a hoof held to her face.

“Oh,” she said. “That was... when you were teaching me...”

Twilight rolled her eyes.

“Was it not obvious?”

“Well... you always make that noise though...”

“Guh!” Twilight groaned and grabbed Fluttershy by her shoulders. She hauled the pegasus to the top of the bed, pinning her half-upright against the pillows and headboard, and sat on her chest shortly thereafter, expelling a soft puff of air from Fluttershy’s mouth as she did so.

“Come on. Tell me.”

Fluttershy’s eyes drifted to the side, but Twilight’s hooves found her cheeks and turned her head back. Twilight’s manic grin had been replaced by a genuine smile, and Fluttershy’s expression seemed to soften as she caught sight of it.

“Please?” Twilight asked. She leaned in closer, but not too close. She flapped her wings lightly on her back, sending a soft gust of air along the foot of the bed. A little bit of the breeze caught Fluttershy on the cheek, and she sighed.

“It’s...” Fluttershy held the word for a moment before turning her head. Once more, Twilight’s hooves on the sides of her face turned her back.

“It’s what?”

Fluttershy shook her head.

“It’s embarrassing.”

“It can’t be more embarrassing than mine,” Twilight scoffed, rolling her eyes in the process. A flicker of plaid skirts and misappropriated rulers jumped across her mind’s eye.

Fluttershy shook her head again.

“It is,” she said with earnest conviction. “Much more embarrassing.”

“Well, there’s only one way for me to tell if that’s true.” Twilight placed the crook of her foreleg on Fluttershy’s shoulder and leaned in close. She could feel the soft tremble of Fluttershy’s body as her breath neared the pegasus’s face. Fluttershy let out a tiny, squeaky-sounding breath as Twilight leaned up to touch their noses together.

“Come on. I promise I won’t judge you.”

Fluttershy’s hesitance held. Twilight sighed.

“Please? You know I’ll love you no matter what.”

The word took a second to reach Fluttershy’s ear. When it did, the rigid apprehension in her nervous expression seemed to vanish.

“Oh,” she said.

Twilight smiled at her brilliantly.

“I love you too,” Fluttershy said. Twilight leaned closer, still smiling, and rubbed her nose against Fluttershy’s. Fluttershy returned the gesture. The softness of their faces pressed together for a moment, each of them closing their eyes and listening to the sound of the other’s breathing as they nuzzled. Fluttershy could feel the softness of Twilight’s exhaled air against her cheek. She could feel the light shiver of the space between them as their faces stayed together, lips almost close enough each time to...

Twilight leaned closer still. Her lips slipped passed Fluttershy’s snout into a kiss. Fluttershy let out a soft moan as Twilight kissed her, murmuring in a high-pitched squeak as Twilight’s tongue drank in her volume. They kiss only lasted for a few seconds, but when Twilight pulled away, Fluttershy panted faintly, as though she’d just run a marathon.

“Please?” Twilight repeated. Her eyes glowed softly as she smiled at Fluttershy, who came back to consciousness from the kiss a bit slower than Twilight.

When her eyes had finally opened, Fluttershy looked more relaxed, but her face was still flushed. She looked around once or twice, as though somepony might be watching her from the shadows—but there were no shadows in Fluttershy’s room. Only the soft, setting summer sun, the occasional ornament or piece of furniture, and the mare in her bed, standing overtop of her with a look of hungry affection in her eyes.

Fluttershy swallowed loudly and stared into Twilight’s eyes. Twilight tried, but failed to contain her enthusiasm. Her mouth went into a wide grin, and her eyes sparkled in a similar fashion.

“Well...” Fluttershy started. Twilight held her breath, but didn’t speak.

“I’ve always loved... animals.”

Twilight seemed to deflate, but only for a moment. She caught herself before Fluttershy did, and shifted her foreleg slightly on Fluttershy’s shoulder.

“Well... I knew that. But how does that come into...”

Fluttershy held her hooves up to her chin and squeaked quietly.

Twilight held her breath for a second before the look of realization dawned over her eyes.

“Oh,” she said.

Fluttershy bit her lip and pulled her hooves closer.

Oh,” Twilight said, slightly louder.

“I’m sorry,” Fluttershy said. “You must think I’m awful, thinking about poor little creatures that way, when they’re... and I’m...” Fluttershy sounded on the verge of tears. Twilight quickly sprang into animation, rubbing her hoof along Fluttershy’s shoulder and willing her surprise away.

“Oh, no,” Twilight said, her tone as compassionate as she could manage. “I don’t think you’re awful at all. I think it’s perfectly fine that you... well, actually, I’m not sure. What exactly do you mean when you say... animals?”

Fluttershy shook her head and threatened to disappear behind the cloak of her hooves.

“Don’t make me say it. I feel horrible already.”

“I just want to know!” Twilight kissed Fluttershy softly on the forehead and leaned down, abandoning the height sitting on Fluttershy’s chest granted her. “I promise, I'm not judging. I love you no matter what. I’m just not sure what you mean when you say...”

“Animals,” Fluttershy interjected, babbling the word quickly into her hooves. “They’re... I think they’re cute, and sometimes maybe a little more than cute and I think about how much fun it might be to play with one and take care of them and make them happy and maybe when we were done one of them could want to play some more and make me happy too and when I think about it I get really... excited.” Fluttershy finished her sentence out of breath, panting for a second and looking around as though somepony might have heard her. Twilight was the only one in the room, and she collected her astonished expression after a few seconds.

“I see,” she said.

“I’m awful,” Fluttershy said, turning her head and whole body from Twilight in an attempt to hide under the covers. “You must think I’m just terrible for thinking about things like that.”

“For the last time, I don’t! If anything, it’s adorable.” Twilight took a spot at Fluttershy’s front, resting a hoof on her shoulder as she lied next to her. Fluttershy bit her lip and stared into the bed as though she might burst into tears, but her near-sob stilled into a soft smile as Twilight leaned her head down next to her.

“Honestly, it’s wonderful that the thing you think is the most exciting is something you do all the time. Being compassionate and caring and perfect for all the animals that are important to you. It makes a ton of sense that you might think about that turning into... something more.”

“Kind of like you and your... lessons?”

Twilight nodded enthusiastically.

“Yes,” she said. “Well... no. Not exactly like that, anyway. But sort of like that.”

Fluttershy held a single hoof up to her lip, which was still trembling. Twilight slid her foreleg down from Fluttershy’s shoulder to meet her hoof, and Fluttershy’s eyes went up to Twilight’s staring deeply into them.

“Listen,” Twilight said, pressing down on Fluttershy’s hoof. “I’m being one hundred percent honest when I’m saying it doesn’t bother me in the least. I love you, and I’m happy you felt comfortable enough to share something like that with me.”

Fluttershy nodded slowly.

“You believe me, don’t you?” Twilight asked. Fluttershy held her breath for a moment, then nodded quickly.

“Yes,” she said. “I do.”

“I’m glad.”

The two smiled at each other, sinking for a moment into the softness of the bed and the feel of each other’s bodies and hooves. Fluttershy looked ready to drift into unconsciousness for the rest of the night, but Twilight’s eyes stayed wide. After a few seconds of silence, save the sound of their breathing, she spoke.

“Have you ever... actually done anything like that?”

Fluttershy shook her head emphatically.

“Of course not. Even if... even if they wanted to, I could never do something like that to a poor, not-understanding critter. It wouldn’t be right.”

“What about one who did understand?” Twilight asked. “Like... I don’t know. Winona?”

The shift of Fluttershy’s eyes gave her away before she turned her head. Twilight’s jaw almost hit the floor from the bed.

“No way!”

“It was... I was sitting her, and we came in from playing fetch outside, and she was so happy to see me... she rolled onto her back and let me rub her tummy, and she... and when I saw... I couldn’t help it, and I rubbed a little lower, just for a second, and she really seemed to like it and then after a while I let her sit on my lap and she put her head there and then she put it lower and I kept calling her a good girl and she went on and... and...” Fluttershy’s sentence trailed off as her sudden confession ran out of steam.

“And?” Twilight asked, eyes wide.

“And it felt... amazing.” Fluttershy’s whole face shone red. Twilight pressed down hard onto the pegasus’s shoulder with her hoof.

“Fluttershy,” she said. “This might be kind of weird, but... hearing you talk about this is... incredibly hot.”

Fluttershy glowed brightly.

“It is?”

Twilight nodded.


The covers shuffled as Fluttershy turned her head for a few seconds, bringing it back slowly with her eyes half open after a little while.


Twilight nodded again.

“Have you thought about doing anything like that again?”

“Yes...” Fluttershy mumbled the word out, but her eyes stayed steady on Twilight’s, which were beaming. “Although... not with Winona. She’s so sweet, but I’m not sure it would be right...”

“Then with who? Or what?”

Fluttershy turned her head for a second before seemingly forcing it back.

“With a... I’d thought about...”

Twilight waited for a few seconds before prodding Fluttershy lightly with her shoulder, which seemed to be enough of a push to knock the pegasus out of her daze.

“I’ve thought about... what it would be like with something a little more... wild. Like a... like a bear. Or... a wolf.”

“Do you think that could ever happen?”

“I don’t know.” Fluttershy twisted a little underneath the covers. Her shoulder was warm underneath Twilight’s hoof. “I mean, I don’t see... I don’t see why not. All the animals... well, they’re so nice to me, I’m sure if I really wanted to, I could...”

“Would you?”

“I’m not sure.” Fluttershy paused. She opened her mouth for a moment, but closed it before saying anything. Twilight’s eyes went wider.

“What is it?”

“It’s nothing.” Fluttershy shook her head and shrunk into the bed a bit more.

“Hey, come on. You were just being super honest with me, and it was fantastic. What were you going to say?”

A moment passed as Fluttershy collected her words, tongue milling around in her mouth as she tried to force herself past the constant agony of apprehension about Twilight’s response. This was the make-or-breaker. But she’d gotten this far. There was no reason to hold back now.

“I... I was wondering. If. Um.”

Twilight leaned in even closer, breath bated.


“I was wondering, if, um... if I had a... something for you to wear... if you’d... when we... and we could...”

“Something to wear?” A memory of skirts jumped across Twilight’s mind again. “Like... a costume?”

“Yes,” Fluttershy squeaked.

Twilight smiled widely at her.

“I think you already know what my answer is.”

“But it’s so different!” Fluttershy untucked herself from the ball she’d begun to form under the blankets. “That was... I mean, it was fun, for one thing, once I, um, got used to it... and it was so much more normal than what... than what I would want...”

“Who said normal was good?” Twilight grinned brightly at Fluttershy, who blushed slightly brighter amidst her constant red flush. “I’d love to do anything for you, Fluttershy. Just say the word. Do you want me to dress up for you?”

Fluttershy’s eyes flitted to the corner of the room, where a closed wooden door concealed the contents of her closet. Twilight followed her stare and turned back at the same time Fluttershy did.

“I... yes. I mean... if you don’t mind—”

Before Fluttershy could finish, Twilight had sprung off the bed, and with a flap of her wings to stay airborne reached the closet without touching the ground. She threw open the door without ceremony, but turned to Fluttershy before beginning her ransack.

“In here?” she asked.

Fluttershy nodded.

“It’s, um... behind the basket. Tucked underneath. Um.”

A flurry of clothes and odds-and-ends sailed around Twilight as she dove for the basket, uprooting it firmly and revealing the hidden prize behind.

A ball of grey fur stared back at her. Its fuzz bristled in her hooves as she picked it up, holding out to reveal the full extent of its shape. When the costume had finally been stretched all the way out, a set of wolf’s paws and pointy wolf-ears draped over Twilight’s forelegs.

She turned to Fluttershy with a mad grin on her face. Fluttershy looked as though she might melt into the bed as a sentient tomato.


“Where did you get this?” Twilight looked over the costume. It was a considerable work of sewcraft, evident even from just a glance. Something that must have cost hundreds of bits if purchased new.

“I, um... I made it for... Nightmare Night a few years ago...” Fluttershy let her sentence amble off as she stared into the bed. “Do... does it look alright?”

Twilight giggled loudly.

“It’s wonderful, Fluttershy.” She held the costume at foreleg’s length, sizing it up under the ambient summer light creeping in from outside. “Do you want me to put it on now?”

“Um,” Fluttershy said. As Twilight stared at her, she shifted under the covers. The fabric already felt hot against her coat. Twilight’s voice seemed to drift through the air in her direction. By the time it reached her, it was already entwined in an imagining of the adorable lilac face in the center of a furry outside, and two half-floppy ears atop her head.

“Yes,” Fluttershy said. “Um. Please.”

The smile on Twilight’s face looked like it might outshine the sun.

“Great. Give me a second, okay?”

Despite the fact that Twilight and Fluttershy were both naked, Fluttershy turned her head as the sound of unzipping came from the closet. The soft shuffle of fabric against fur was loud enough for Fluttershy to hear even over the loudness of her own breathing, or the heavy beating of her heart in her chest. Ears. A purple smiling face with cute, fuzzy ears and fluffy grey fur and adorable paws and—

Fluttershy froze under the bed and clenched the sheets to her chest. She tried to ignore the way her hindlegs had clenched together, but the wetness between them was impossible to disregard.

The rustling of fur on lavender coat paused for a moment. Fluttershy made to move her head around, but kept her eyes averted through sheer voice of will.

“Um.” Twilight’s voice from the closet.

“I think this bit is stuck,” she said.

“Do you want me to help?” Fluttershy made to turn, but caught just enough of Twilight to see her waving her hoof, and so Fluttershy turned back to the bed, facing away.

“No, no, it’s okay... just gimme a second.”

A few full seconds passed. The sound of a zipper danced among the rustling of the costume.

After what felt like ages, the zipper sang neatly to completion, and Twilight let out a long breath.

“There,” she said, and then giggled. “I think it looks pretty cute. Maybe you should make sure though.”

Beneath the blankets, Fluttershy squeezed her hindlegs tightly together. She kept them locked in place as she turned towards Twilight, holding the cover up to her chest like a shield.

A long, almost immaterial eep escaped her lips as her eyes found Twilight.

“What do you think?” Twilight asked. She grinned and struck a pose in the costume, crouching her front end down low and baring her teeth. She waved a foreleg in the air towards Fluttershy. Her padded paw raked at nothing with its tiny claws.

Fluttershy shivered, but said nothing aside the remnants of her eep.

Twilight stood up and giggled.

“That’s good, I take it?”

“You look very... um...”

Fluttershy held her breath as Twilight walked towards the bed, slinking up onto it with an extra fluidity to her movement. She still looked like a pony, for the most part, but the costume did a good job of pretending otherwise. Cute, pointy ears stuck up from the top of her head, and her paws fit the bill perfectly, fuzzy and padded and with sharp little points at the end of where each digit would be. She scratched playfully at the mattress as she stepped over it and took a place on the bed opposite Fluttershy, who still seemed to be in shock.

“Um,” Flutteshy said again. Twilight smiled slyly at her.

“Do you like it?” she asked with a low, sultry voice.

“Oh.” Fluttershy let out the sound under her breath, but it was still loud enough for Twilight to hear. The noise seemed to spurn on her enthusiasm, and she narrowed her eyes even further and began slinking across the bed in Fluttershy’s direction.

“You do like it, don’t you? Seeing me all dressed up like a cute little wolf, ready to pounce on you...” Twilight ducked her head down again and scraped towards Fluttershy with her paw, eliciting a sharp jerk underneath the covers. Twilight ran her eyes over Fluttershy’s hidden form, lingering especially on the outline that could be nothing else but Fluttershy’s shivering backside, including the clenching together of her hindlegs.

“Rawr,” Twilight said. Fluttershy shook. Twilight raised a paw into the air and extended it towards Fluttershy, tracing her claw close enough to Fluttershy’s shoulder to just barely touch it.

“Do you wanna play with me, Fluttershy?” Twilight cooed, running her claw down Fluttershy’s foreleg.

“Ummm...” Fluttershy held her ‘um’ as Twilight’s claw moved lower, along her side, where Fluttershy sucked in a sharp intake of breath. Twilight’s grin was so wide it threatened to take her head off.

“Yes?” she asked with a rising lilt in her voice, bringing her claw back up with it.

“I... I do...”

Twilight smiled on, but paused as her claw reached Fluttershy’s shoulder. There was a ‘but’ hiding somewhere in that admission.

“But?” Twilight asked, turning instantly from insidious to earnest. Fluttershy’s blush had never left her face, but she seemed to want to push it out for the words brimming on her tongue.

“I do want... to play. Um. If you want to.”

Twilight rolled her eyes, but said nothing.

“Well... but I mean, I was... I was hoping when we played, you could be... um...”

“I could be what?” Twilight leaned close to Fluttershy, letting the fake wolf fur just above her head tickle the bottom of Fluttershy’s face. Fluttershy shivered as she drank in the cute pointy ears just underneath her eyes.

“You could... be, um... my...” Fluttershy sucked in a deep breath and closed her eyes. “My... pet. If that’s... okay with you.”

Twilight blinked.

“Your pet? How do you mean?”

“Well...” Fluttershy ran her hoof along the bedsheets absentmindedly, eventually finding the soft padding of Twilight’s other paw and pressing down into it with a soft sigh. “I mean... you could be my... nice little... wolfy... and I could, um, put a collar on you, and take you for a walk, and pet you, and tell you that you’re a... a good doggy, and that would make you happy, and then we could.. and you could...”

Fluttershy’s voice vanished into nothing. She looked up at Twilight with the same perpetual apprehension that had been in her eyes the whole night, only to meet Twilight’s shining enthusiastic smile.

“That, sounds, awesome,” Twilight said. She grinned and laughed, and Fluttershy found herself caught up in a small cheerful giggle as well.


“Yes, really. I don’t suppose you have a collar too?”

Fluttershy nodded and gestured back over to the closet. Twilight sprung up to it at once, and turned her head back to Fluttershy as she reached the chest of drawers.

“The, um, bottom one.”

Sure enough, there was the collar. A high-quality one, from the look of it, with a red neck-strap and a medium-sized leash. Twilight held it in her hoof to bring over—but paused as she was halfway out of the closet. She stopped and, with a huge grin on her face, lowered the collar to the floor.

As Fluttershy watched from the bed, Twilight dipped her head to the ground, fiddled for a moment with the collar and leash, and rose with them held between her teeth.


Twilight bounded over to the bed with the collar. The fake poofy tail on her backside wagged as she trotted, moving more like a dog than a pony. Fluttershy’s eyes were wide as Twilight laid the collar neatly on the bed and sat back on her hind legs. She stuck her tongue out and smiled.

“Like that?” she asked.

Fluttershy let out another soft ‘ohh’. She followed it with a swallow and a shivering nod.

“Yes,” she said. “But um... doggies... even wolfies... don’t usually talk.” The sentence finished with an almost-eep, and Fluttershy looked down to the bed with red in her cheeks. When she looked up, Twilight was still smiling.

“Arf?” Twilight said.

Fluttershy clenched her hindlegs tightly.

“Well... was that... do you want to go for... a walk?” Fluttershy asked, finding the words uneasily amid the distraction of the dampness between her legs.

Twilight in her wolf costume shook her head eagerly. Her ears bobbed with the motion, and Fluttershy thought she could see her tail wagging behind her head. She wasn’t sure she could get much further than this...

“Well... okay. You were a good girl and... brought your leash, didn’t you?”

Twilight nodded again.

“Ruff,” she said.

“Okay. Come here and I’ll put your collar on.”

Twilight grabbed the collar between her teeth with some difficulty and brought it to Fluttershy, laying it in her lap over the bedsheets. She lowered her head next, and Fluttershy at last removed the white-comfort shielding, hoping Twilight would notice her arousal but too caught up in collaring the eager puppy to care what she might see.

The red neck-cover clicked on without difficulty. Twilight barked cheerfully as Fluttershy pulled her hooves away, leaving the collar in place.

“There,” Fluttershy said. “Doesn’t that look nice?”

“Ruff, ruff.” Twilight barked and smiled, letting her tongue hang out. She rubbed her head against Fluttershy’s chest. After a moment to realize what was happening, Fluttershy responded with a rub of her hoof along Twilight’s head like it was the most natural thing in the world. She was just petting an animal, a puppy, a cute little furry creature, even if it happened to be a ferocious wolf. Or her not-so-ferocious marefriend in a wolf-suit, pretending to be too simple to talk to her...

Fluttershy gulped and ran her hoof over Twilight’s ears a few times. Twilight panted and smiled.

“Come on now. Let’s just go for a short... a short walk through the house, okay? Don’t want you to get too tuckered out.”

Twilight ‘ruff’ed and nodded. Fluttershy promptly took up her leash and, holding it at a short length, lead Twilight off the bed. Twilight scampered across the covers low to the ground, moving perfectly like the wolf she was dressed as.

The damp spot where Fluttershy had been lying went unnoticed as the pair went down the stairs.

The way Twilight bounded down the stairs was almost more real than the real thing; Fluttershy had never brought a wolf inside for fear of damage to her house’s interior, but Twilight had just the right amount of bounce in her pounce, and managed to waggle her tail the whole way. Fluttershy’s eyes followed as Twilight moved ahead with the leash at a good distance, giving an ample view of her backside, which was cushioned snugly by the rear-end of her costume. Underneath the softness and the grey fur, Fluttershy could just make out the hint of a zipper, hiding Twilight’s private parts.

Fluttershy bit her lip as Twilight reached the bottom of the stairs. She got a few seconds of ogling before Twilight turned and sat up on her hind legs, tongue dangling from her mouth.

She was really good at this.

“Now, Twilight,” Fluttershy said, reaching the bottom of the stairs well after Twilight had. “We can play for a bit, but be careful, okay?”

Twilight nodded and let out a small bark. With her tongue lolling out the side of her mouth, her eyes glazed over in perpetual obedient bliss, she looked almost exactly like Fluttershy imagined a cute little wolf puppy would look. But, as she looked on, she could see very faintly the glow of Twilight’s horn beneath the head of her costume—and, even fainter than that, the subtle smirk behind her open-mouthed gleefulness.

“Do you want to play fetch?” Fluttershy asked. She made her way to the brick shelf near the fireplace and picked a red ball off the top, one she had left there for easy access when she was heading outside, or on occasion for Angel when the mood struck him.

The wagging of Twilight’s tail sent a swishing sound through the air as she brushed it against the carpet. Twilight nodded and sat up further.

Everything about her was adorable; so why did Fluttershy want to do nothing more than pin her to the ground and rub her belly, while rubbing somewhere else a bit lower with her other hoof?

Fluttershy shook her head and held the ball up. Twilight’s eyes followed it as it moved.

“Go fetch, Twilight!”

The ball bounced on the floor of the kitchen. Like a shot, Twilight jumped up to retrieve it. Fluttershy watched as struggled to grasp the ball in her mouth, eventually getting it after a brief struggle, and keeping it tight until she brought it back to Fluttershy’s feet and dropped it promptly on the ground.

“Arf!” Twilight wagged her tail rapidly.

Fluttershy giggled, but the tone of her laugh sounded slightly off, like she was distracted.

“Good job, Twilight. Do you think you can get it again?”

Twilight nodded.

After a rev up of her foreleg, Fluttershy hurled the ball into the kitchen again, and once more Twilight dashed off to get it.

The pair repeated the process several times, Twilight barking happily with each retrieval, Fluttershy praising her, but getting more and more flushed and distracted each time. Trying harder to lodge the ball somewhere on the other end of the room, so she could get a good glimpse of Twilight’s butt as it bobbed at her. Watching the limber lope of Twilight’s furry form and footpads as she bounded across the living room—

A loud crash came from the coffee table on Twilight’s fourth return. A lamp that had been seated on the edge of the table had been knocked to the ground in Twilight’s enthusiastic clambering. She dropped the ball, and, still on her hind legs, crouched, raised a hoof to her mouth. Her eyes went from glazed to her normal articulate stare.

“Oh,” she said, the timbre of her playful barking absent. “I’m sorry, I didn’t mean to—”

“Hmm? I’m sorry Twilight, I didn’t catch that.” Fluttershy flapped her wings and flew over to the table. She sized up the damage upon landing: the frame was still intact, just a broken bulb on one side. The lamp would be fine. “Because,” Fluttershy said, “I thought I heard you talk. And puppies don’t talk, do they?”

“But I...” Twilight closed her eyes tightly and shook her head. When she opened her eyes again, they were playful in the way she had been practicing. She smiled at Fluttershy, tongue still out, seemingly oblivious to the damage she had caused. “Arf!”

Fluttershy clicked her tongue as she picked up the pieces of the broken light-bulb.

“Twilight,” she said, “you need to be more careful. You’re a bad puppy for breaking Fluttershy’s lamp.”

Twilight’s face sank. She pulled her tongue inside her mouth and pouted, making high-pitched whimpering noises as she stared in Fluttershy’s direction. Again, Fluttershy shook her head.

“Now now. Whining won’t get you off the hook. You were a bad puppy, and you need to be... disciplined.” Fluttershy stuttered on the last word. She wondered if the flush in her face was as obvious to Twilight as it was to her. Her whole body felt hot, hot enough to imagine she might just be glowing bright red. Nevertheless, she pointed firmly at the couch by the coffee table, and Twilight hopped up after a few seconds more of pouting. Fluttershy took a seat on her other side and sidled up to her.

Twilight’s butt was staring her right in the face. As though it was subconscious, Twilight had lifted her tail away to reveal a perfect view of her soft, squishy butt. Even hidden as it was by the grey fur covering it, it still looked perfect.

Fluttershy’s hoof shook as she drew it back, resting her other foreleg on the small of Twilight’s back. Twilight turned her head in Fluttershy’s direction with her lower lip stuck out. Her eyes were wide and shimmering.

“It’s for your own good. Remember to be more careful next time,” Fluttershy said, voice almost shaking.

Twilight yelped as the hoof struck her. It wasn’t a particularly hard hit, but it was unexpected enough. Fluttershy made her own sound as she felt Twilight’s rump cushion the force of her blow: a low whimper that she hoped went unheard under Twilight’s cry.

Yes, a naughty puppy. Naughty puppies should be punished.

Fluttershy could feel the wetness between her legs as she drew her hoof back for a second strike.

As her hoof connected with skin under fur, Twilight cried out again, but this time more measured. She jerked her tail to the side and wriggled on the couch, writhing against Fluttershy’s other hoof. Spreading her legs, for some reason. Fluttershy moaned softly and bit her lip as she drew back for the third blow.

Smack. She delivered it and the next two in quick succession, making for five in total. Her whole body ached as the last one came down, much more, she imagined, than Twilight’s did.

“There,” she said. “I didn’t enjoy that”—that was a lie—“but I hope it taught you a lesson. Be more careful when we play next time, okay?”

Twilight turned her head and nodded slowly, holding potential earnest tears in the corners of her eyes.

“Aww, you poor thing.” Fluttershy’s face broke into a sad smile as she took in the sight of the pathetic looking Twilight-puppy in front of her. She knew she hadn’t hit hard enough to leave any lasting damage, but that wasn’t to say Twilight didn’t feel it... though, probably not as much as Fluttershy had.

“Come here, you.” Fluttershy held out her forelegs and gestured towards her chest. After a few seconds, Twilight’s eyes brightened, and she turned and dove smartly towards Fluttershy, toppling her to the couch in the process. The second she landed, Twilight barked happily, and began licking Fluttershy’s face.

“Hey! Cut that out!” Fluttershy laughed between her reprimands, batting playfully at Twilight’s head and feeling the soft fur under her touch as she tried to stave off the sudden affection. Twilight was too quick though, which meant at least every other puppy-kiss reached her face, lapping at her cheeks and chin. Twilight’s tongue was a lot smaller than a real puppy’s, but it had no problem being as affectionate.

“Twilight!” Fluttershy yelled, thrashing desperately on the couch as Twilight continued her assault. Twilight took up a solid hold over Fluttershy, standing directly overtop of her and wagging her tail furiously. “Cut it out!” Fluttershy swatted again, and Twilight dodged, giving a big lick right to the center of Fluttershy’s face. After that, she stopped, and stood, smiling, panting.

“Ohh, you are so adorable.” Fluttershy wrapped her forelegs around the back of Twilight’s neck and pulled her closer, nuzzling their faces together. Twilight returned the gesture, rubbing the fuzz of her fur into Fluttershy’s nose, which left a brief tickling tingle. She pressed her head full on into the side of Fluttershy’s face, smooshing her ear down, and then turning her head over, nuzzling with the other side. Fluttershy giggled and cooed the whole time. She could feel Twilight’s warmth through her fur, and the presence of her body standing over her, almost pinning her to the couch, like she was ready to be...

Fluttershy held up a hoof to Twilight’s face. A hoof that felt very hot.

“Um,” she said.

Twilight paused, tilting her head quizzically at Fluttershy as she drew back from her nuzzles.

“Twilight,” Fluttershy said, her chest rising and falling softly as she drew in breath. “I’ve had a lot fun playing with you, but I was wondering, if... um...”

A glimmer of understanding shone in Twilight’s eyes. Surely, she didn’t need much to catch on at this point.

Fluttershy didn’t have a chance to finish her ‘um’s before she felt Twilight’s tongue on her face again. She giggled, but her giggles grew quieter as Twilight licked lower, down below Fluttershy’s chin and onto her neck. From there, Fluttershy’s noises turned into soft sighs, and then quiet moans as Twilight’s tongue went lower still, onto Fluttershy’s chest and stomach. She propped herself up with a paw for balance, and Fluttershy let out a long ‘mmmm’ as the soft pads pressed into her coat.

Eventually, Twilight reached the spot just before the one between Fluttershy’s hindlegs.

Fluttershy looked up, opening her eyes, and saw Twilight grinning at her, tongue out, her tail wagging furiously.



Twilight dove back in with her bark still ringing in the air, and Fluttershy seized up on the couch immediately. Twilight’s tongue was enthusiastic as it had been elsewhere, which left little room for easing in. She began to lap between Fluttershy’s legs, running her tongue over the substantial wetness that was already there, tasting Fluttershy’s arousal that had been dripping from her since Twilight had first put on her costume.

“Oooh, Twilight... good girl, very good girl...” Fluttershy clenched her legs together as Twilight licked. She could still see Twilight’s tail wagging, swinging back and forth diligently as Twilight worked her tongue.

The folds of Fluttershy’s wetness parted at Twilight’s enthusiastic licking, running her well-used appendage up and down the length of Fluttershy’s slit. She took special care to taste every inch of her, a gesture which made Fluttershy shiver with every pass over her marehood. And yet she was specifically avoiding something very important. Every time Twilight’s tongue neared Fluttershy’s clit she would move it just to the side, licking in circles around the pegasus’ sensitive love button and constraining her attention to licking, just licking, up and down the whole of Fluttershy’s lips and entrance. Poking in only the tiniest, tiniest bit, not even half an inch, and still licking.

Fluttershy put a hoof down on the back of Twilight’s head and groaned. Twilight moved one of her paws to the underside of Fluttershy’s sizable, squishy butt, and pressed, kneading her paw-pads into the malleable, yellow softness.

“Oh... Twilight, please... be a good puppy... please...” Fluttershy couldn’t bring herself to the specifics, but she knew she didn’t need to. Even a well-trained wolf could only intuit that kind of direction through context.

Sure enough, Twilight was a smart puppy. Her tongue, at long last, graced the tensed up pleasure-spot above Fluttershy’s entrance. It was enough to make her jerk violently, locking her hindlegs around Twilight’s back and pressing her hooves down hard, one on the couch, the other on the back of Twilight’s head. Twilight moved with the push, and her tongue went down even harder into Fluttershy’s clit.

“Oh, Celestia, yes, Twilight, good girl, good girl...” Fluttershy muttered those two words as Twilight attended to her newly discovered toy. She continued pressing down on Fluttershy’s rump with her paw, scratching ever-so-lightly against the yellow coat, but mostly focusing on the soft press of her pads into Fluttershy’s equally receptive butt.

Every few licks, Twilight would pull her head away a half-inch to catch a breath.

“Ruff,” she said playfully before returning to Fluttershy’s pussy. Fluttershy opened her eyes just long enough to remind herself there was an enthusiastic wolf pup between her legs, then closed them again and moaned, long and high-pitched. The noise seemed to spur Twilight on even further.

After a while, Fluttershy noticed that Twilight’s tongue began to move more divergently on its circling of her nub. She was moving it again, lower, all the way down her slit, and then even lower than that, just to where her—

That paw that had been caressing Fluttershy’s backside slid up further, high enough she could feel the faint nick of a claw at the bottom of her lips. And then the pad, soft, so soft, pressing down over the whole of her marehood while Twilight’s tongue worked.

“Oh, gosh, Twilight, such a good puppy, don’t stop, good, g-good girl...”

Between the fervor of her licks, Twilight grinned. Fluttershy always got louder when she was excited, but she couldn’t remember her ever being this emphatic before.

The telltale signs were there too: Fluttershy’s whole body rocked upwards as Twilight's tongue worked, and her wings began to flutter under her back, swishing softly against the fabric of the couch as she lurched. Twilight could hear the rapidness of her breathing, and the way her moans were growing fainter, fainter, still traces of ‘good girl’ lingering on her lips as she tensed—

Fluttershy fell back to the couch. Her eyes shot open to find Twilight still between her legs. Her head was pulled up, and she was smiling. Her face was soaked.

“Arf!” she said.

“Twilight,” Fluttershy said, sitting up slightly with shaking limbs. “Why did you... why did you stop? You were... I was having a lot of fun playing with you, and you...”

Twilight moved too quick for Fluttershy to react until she was settled. In one fluid motion, Twilight spun herself completely around, planting her face again between Fluttershy’s legs and pointing her backside right in Fluttershy’s face.

“Arf?” she said, looking over her back with her eyes wide.

“Oh,” Fluttershy said.

With her hooves still trembling, Twilight reached up behind Twilight’s tail, which she graciously lifted out of the way.

She’d had the foresight to put a zipper there, of course.

The metal felt cool between her teeth, colder than ice in contrast to the burning heat underneath her skin. She slid it down with minor difficulty. The scent of arousal hit her full on as soon as the costume parted.

Twilight barked and waggled her rump in Fluttershy’s face, her head still turned. Her mouth furrowed as she gestured with a nod towards her exposed pussy.


“Oh... of course. Of course, Twilight, anything for being such a good puppy...”

Twilight yipped in excitement, a noise which turned into a low growl as Fluttershy pushed her face forward. Fluttershy’s tongue was much more gentle and tentative than Twilight’s had been, but it found the same spots, lapping softly in gentle traces along Twilight’s quivering lips until she found the button at the bottom. She circled it a few times before pressing down lightly, an act which solicited an enthusiastic yelp from Twilight. As Fluttershy licked, she felt Twilight shift, and again her face dove down, finding Fluttershy’s soaking wet marehood still desperate for attention.

Fluttershy moaned into Twilight’s slit as she felt the rough press against her pussy. She bucked upwards into Twilight’s face, and Twilight did the same, albeit with more restraint, into hers. The two mares found a sort of rhythm, each of them taking a second to collect their breath between laps as the other went on. Beneath Fluttershy’s moans and panting, Twilight continued her growls, occasionally punctuated by a more pronounced soft bark.

With her upper body above Fluttershy’s lower-half, Twilight’s paws had no trouble finding the soft yellow stomach underneath her. Fluttershy gasped as Twilight’s claws raked lightly over her soft skin, and then again as the softness of her paw-pads came, pressing and kneading gently, like a massage. Fluttershy could feel the fullness of her flush starting again, welling in her stomach and threatening to overtake her body.

“Twi—mmm!” Fluttershy tried to find the words for a warning, or simply to express her enjoyment, but her coherence was robbed from her from another swift lap of Twilight’s tongue over her clit. She tried to press forward and focus on the movement of her own mouth, but Twilight’s technique was too good, and the soft, so soft pressing of her paws was an additional distraction. Fluttershy managed a jerky half-lick to every two from Twilight and after a minute longer couldn’t even manage that. Her head froze as her neck tensed, her wings stiff on her back, fighting every urge of her internal dam to finally break.

“Oh,” she said, sharply, between breaths. “Twi...light... I’m... sorry...”

Twilight stopped long enough to look back at Fluttershy. She shook her head and smiled.

“Ruff,” she said, and wagged her tail above her exposed pussy.

She dove back in without further conversation, and Fluttershy’s whole body went stiff.


Fluttershy dove forward out of instinct, finding nowhere else to muffle her noise. Her mouth found Twilight’s slit, and she took Twilight’s whole button between her lips, biting down, softly, moaning so loud the glasses in the kitchen resonated with the high-pitched whine.

Between her legs, Twilight continued, lapping franticly as Fluttershy’s pussy spasmed against her face. The wetness that was already been there was enough to drink in, but when Fluttershy came, it doubled—not squirting, but soaking, drenching Twilight’s entire snout and even a little bit of the sides of her face and ears as she licked. Fluttershy clenched her hindlegs around Twilight’s head and held her in place as she came, moaning deeply into Twilight’s pussy, her teeth still wrapped around Twilight’s clit.

That was apparently enough for Twilight as well; her body jerked, though she continued licking, as her clit throbbed between Fluttershy’s teeth. She started to moan, but turned the moan into a growl as her tongue worked, the gruff noise punctuated by the constant movement of her tongue.

As she felt Fluttershy’s legs relax, she withdrew her head. A large drop of Fluttershy’s juice dripped from her nose. Her own legs relaxed as Fluttershy leaned back, releasing the hold on her clit.

Fluttershy let out a sigh so loud it seemed she had completely deflated. Twilight stood above her for a moment before hopping down from the couch, standing uneasily with her legs partially shaking. One look at Fluttershy said her limbs were likely to be jello, which meant leaving her to rest on the couch would probably be a good idea.

With a tired smile on her face, Twilight sat on her hind legs and leaned her head into Fluttershy’s chest, nuzzling it softly.

“Ruff!” she said.

Fluttershy raised a weary foreleg to Twilight’s head and patted her gently between the ears.

“Oh, Twilight...” she said. “That was... you’re a very good girl. A very good girl. That was...”

“Everything you hoped it would be?” Twilight asked, grinning.

Fluttershy nodded.

“It was. It was so wonderful.”

“Aren’t you happy you shared it with me now?” Twilight giggled and planted a kiss on Fluttershy’s cheek. Fluttershy turned her head to return it, but found herself too exhausted to even move that much, and so settled for sinking further into the couch.

“Yes,” she said. “I am. Thank you so much for... for putting up with my weird... um... idea.”

“It’s fine,” Twilight said. Her horn glowed and the noise of a zipper was followed with the back of her costume being tugged off. “In fact, it’s more than fine.” Twilight’s ears vanished as the top half of the costume came off, leaving Twilight once again looking like her proper self. “I had a lot of fun. Like, a lot of fun.”

“I’m glad.” Fluttershy sighed and summoned enough strength to raise her mouth to Twilight’s cheek, where she kissed her lightly before falling back to the couch

“I think I need a nap after all that,” Fluttershy said. Twilight nodded.

“Me too.” Twilight looked up at the couch where Fluttershy was lounged. The pegasus was stretched out over every inch of space, and didn’t look like she was up to moving any time soon. Her eyes were already have closed.

“Sorry,” Fluttershy said. “If you want to head up to bed, I’ll be up as soon as I wake up.”

“No, that’s okay.” From her crouching position, Twilight stretched out for a moment, reaching her legs as far as they could go before bringing them in again. She spun once on the carpet before tucking herself against the side of the couch. Though her costume was off, she looked perfectly like an obedient puppy waiting for his owner to wake up.

Twilight’s grin held in Fluttershy’s eyes as she drifted into sleep—and, though she knew it wasn’t there, she imagined the poofy grey tail behind Twilight’s head, wagging as she too closed her eyes.

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'Arf!' (or 'Twi' and 'Shy's Heavy Petting')

Mature Rated Fiction

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