All characters © Hasbro

Contains: Futashy. (Fluttershy with a dick, if you didn't know.) If you don't want to read about Fluttershy with a dick, close the page now.

NOTE: This takes place, I guess a week or two after the final chapter. All of Fluttershy’s friends know about the change to her futa-ness. Just pointing it out so there’s no confusion.
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"Ah...so nice to be back in Cloudsdale." Fluttershy thought out loud as she slowly flew through the cloud-built city, having not been there in quite a while. She smiled softly as she gazed upon the various sights to see, such as the weather factory or the coliseum. Ignoring the major attractions for now though, she stopped by her favorite cafe, rather hungry from the long flight up.

"Mm, smells just like it used to." she thought with a pleased sigh, the scent of coffee, sandwiches and other little treats filling her nostrils as she entered the building. Her wings fluttered lightly in joy as she trotted up to the line at the counter, finding herself standing behind a decently-large gryphon. "Hm...not very often that a gryphon is in Cloudsdale." she thought, though as the gryphon's head turned to look back, she gasped softly, instantly recognizing that face.

"Hey, what are you doing here?" The gryphon spoke in a rather annoyed tone, glaring slightly back at Fluttershy as it turned to the side a bit. "Don't you live in Ponyville?"

There was no doubting it; Fluttershy had managed to run into Gilda. Of all the gryphons to run into in Cloudsdale, she happened to run into the jerkiest one of all. "Oh, um...I just decided to visit for a day, I guess." Fluttershy replied, blushing lightly but smiling a bit, still trying to show kindness despite the gryphon's stance towards her. "What brings you here, though?”

“Hmph, as if you’d like to know.” Gilda grumbled, turning around again as she grabbed a cup of coffee off the counter with her tail, starting to walk over towards one of the tables.

“Oh, but I do. It’s not often that gryphons come to Cloudsdale.” Fluttershy persisted, following behind the gryphon, still smiling a bit. “And it’s a really long trip from the Gryphon kingdom, too.”

Groaning softly in annoyance, Gilda sat down at one of the tables, sipping from the cup of coffee as she looked over at the pegasus with an annoyed look on her face. "Ugh, I'm here just to visit like you. Now can you leave me alone?"

Fluttershy only stared at the gryphon with a rather worried look, coming up to the table and sitting on the other side of it. "You sound upset, Gilda...is something troubling you?"

"What is her DEAL?" Gilda thought, annoyed at the pegasus' persistence, but at the same time, surprised that she was getting such a kind reaction from the pony that she treated so horribly in the past. "I'm fine, Flutter-whatever your name is. I don't need a pony's help." she grumbled, taking another gulp of her drink.

"Come, Gilda. What's on your mind? You can tell me." Fluttershy insisted, trying to smile softly toward the scowling gryphon. "I don't want to leave you skulking like this, Gilda. Too much stress is bad for your health."

The gryphon only sighed softly, shaking her head a bit. "You're not going to leave until I talk, are you?" she groaned a bit, setting her cup down on the table. "Alright, alright...I've actually been hanging around Cloudsdale for a while now...been trying to see if Dash will show up around here." she explained, Fluttershy nodding softly as she listened. "I just...feel real lonely, ya know? I know I said a lot'a nasty stuff to her, but...I never realized losing my best friend would feel this lame."

"Oh, you poor thing." Fluttershy replied, gently stroking her hoof over Gilda's talon, frowning a bit. "That's so awful, Gilda. Losing a friend is certainly a very terrible experience." she added, rubbing the gryphon's talon a bit as she tried to console her. "But don't worry about it. I'm sure Rainbow Dash can forgive you. After all, that's what friends do, right?"

"With how I treated you guys? I don't think she'd ever forgive me." Gilda sighed, downing the rest of her coffee and crushing the paper cup in her talon. "Why are you even talking to me, anyways? I treated you like crap, why aren't you mad at me too?"

Fluttershy only smiled softly again as she stood up from the table. "Because, Gilda, I think everyone deserves a second chance. A single bad day isn't definitive of who you are." she replied, stepping up in front of the gryphon, who now blushed lightly in embarrassment. "And I'm always willing to share some kindness with a friend." she added, before hugging the feathery beast, only making her blush even deeper.

"Hey, hey, personal space!" Gilda groaned, trying to pry Fluttershy's arms from around her body, before stopping and blinking a bit. "Wait...did you just call me...your friend?" she asked, glancing down at the pegasus with a shocked look, having not had anyone call her a friend in quite some time now.

"Hehe, of course you're my friend, Gilda. After all, you were good friends with Rainbow Dash...so you can certainly be good friends with me too." Fluttershy replied with a warm smile, seeing Gilda's feathery cheeks still blushing lightly.

"Thanks...I guess?" The gryphon softly replied, still blushing softly in embarrassment as the pony hugged her. "Quit huggin' me though...I don't want people thinking I'm some kind'a namby-pamby wuss." she added, prying the pegasus' front legs off of her feathery body and lightly pushing her back.

"Do you wanna go see Rainbow Dash, now?" Fluttershy asked, keeping her soft smile as she stood up again, her wings spreading lightly. "I can take you over to her house, if you want."

"Uh...yeah, sure. Not like I've got anything else to do." Gilda nodded, tossing the crushed cup over into the nearby trash bin as she stood up as well, stretching her own large wings a bit. "Lead the way, Flutter...what was your name again?"

"Fluttershy." the pegasus responded with a soft giggle, before leading Gilda out of the cafe, taking to the air with her and heading back towards Ponyville. "I'm sure Rainbow Dash will be happy to see you, Gilda."

"I hope so...she seemed pretty pissed last time we saw each other." Gilda sighed softly as she followed Fluttershy towards the outskirts of Ponyville, coming up on Rainbow Dash's intricate cloud-house after a few minutes, both of them landing outside the front door. After gently knocking a few times, Fluttershy was greeted by the usual rainbow-maned pegasus, grinning a bit.

“Heh, hey there Fluttershy. What’s up?” she asked, before glancing to the side of Fluttershy, seeing a very familiar gryphon standing outside her door. "Huh? Gilda? What are you doing here?" she added, somewhat put off by the gryphon's unannounced visit, but too surprised to really care.

"Heh...hey Dash." Gilda replied with a slight grin, lightly waving one of her claws as she glanced back at Rainbow Dash, her tail swishing a bit in anxiety from not having seen her friend in so long. "Haven't seen you in a while..."

"Yeah, haven't seen you in a while, either." Rainbow Dash replied, glaring slightly at the gryphon. "I thought I was too lame for you, Gilda. What are you doing all the way out here?"

The gryphon grit her teeth a bit, holding back her anger a bit and sighing softly. "I just, uh...um..." she started, not really sure exactly how to word her next statement, stopping and looking to her side as she felt Fluttershy's hoof on her back.

"She wanted to come here and apologize, Rainbow." Fluttershy spoke, gently stroking her hoof over the gryphon's feathery back, smiling towards Rainbow Dash as Gilda blushed a bit.

"Y-Yeah...I'm real sorry for being such an ass to you and your friends...I ended up regretting it real fast." Gilda added, looking at the cloud below her a bit while her tail swished a bit more in anxiety. "Never thought I'd feel so lonely without my best friend."

"You really mean it?" Rainbow Dash replied, raising an eyebrow as she crossed her arms, fluttering a bit in the air. "You sure sounded serious when you were insulting me and all of my friends."

"I'm very sure she does, Rainbow Dash. She was very sincere when we were speaking in Cloudsdale." Fluttershy answered, smiling a bit as she gently cuddled up to Gilda's side, making the gryphon groan softly in annoyance. "Surely your best friend deserves another chance, does she not?"

"If she really means it...I don't see why not." The rainbow pegasus shrugged, before landing again, grinning a bit as she walked up in front of Gilda. "No way I can just ignore such an awesome gryphon." she added, hugging Gilda's front, only making her blush a bit more.

"Heh...thanks, Dash." Gilda softly replied, gently wrapping her arms around the cyan pegasus and hugging her in return. She also sighed softly in joy, feeling strangely content, as if a weight had been lifted off her body, as of Rainbow Dash forgiving her. "So, uh...what have you been up to, lately?" she added with a slight smile, her tail swishing a bit in joy now, rather than anxiety.

“Nothin’ out of the ordinary, I guess.” Rainbow Dash replied as she pulled back from the hug, standing up again and grinning towards the gryphon. “Just being awesome as usual. What have you been doing, though? Were you back in the Gryphon kingdom or something?” she added, motioning for the two to follow her inside, not really wanting to just stand out on her doorstep the whole time.

“Yeah, about that...” Gilda chuckled nervously, rubbing a claw over her head gently as she and Fluttershy followed, blushing a bit again. “I was kinda, uh, hangin’ around Cloudsdale a lot...hopin’ you might show up.” she answered as she glanced back at her pegasus friend again. “Obviously ya never did...guess I should have just checked here?”

Rather surprised to hear that Gilda had been searching for so long, Rainbow Dash’s eyes watered a bit at the thought, before she rubbed her eyes and chuckled. “C’mon, G, you’re making me feel all sappy.” she grinned, quite emotionally struck by the gryphon’s words.

“No, really, I’ve been spending most of my time just hanging around Cloudsdale, hoping I might see you.” Gilda added, fighting back the waterworks a bit herself as she sat down on the couch in the living room, spreading her wings along the back of the couch. “I just...felt real lonely without my best friend around.”

“Heh, I never knew gryphons could be so emotional.” Rainbow Dash teased, trying to lighten up the mood a bit as she crashed on the couch beside Gilda, grinning at her. “C’mon G, no need to skulk, it’s all good now.” she added, gently wrapping an arm around Gilda’s shoulder and lightly cuddling with her. Fluttershy blushed lightly and smiled to the cute sight, sitting in one of the chairs opposite of the couch.

Grinning lightly in return, Gilda wrapped an arm around Dash’s shoulder as well, cuddling her a bit closer. “Thanks, Dash...you’re the best friend a gryphon could have.” she softly replied, before leaning her head in a little closer, not really thinking about it until her beak pressed against Rainbow Dash’s lips, gently kissing them. She immediately blushed deeply and pulled back, shuddering a bit. “Ah...s-sorry, got a little carried away there...”

“Mm, no problem G. That’s probably another thing you missed, huh?” Rainbow Dash teased back, blushing softly herself as she rubbed her hoof up and down Gilda’s side, Fluttershy raising an eyebrow to the pegasus’ words.

“What do you mean by that, Rainbow Dash?” the yellow pegasus curiously asked, rather intrigued by this new revelation about Gilda. “You don’t mean...you two...um...”

“Friends with benefits, Fluttershy.” Rainbow Dash chuckled and nodded, only making Gilda blush more in embarrassment. “Me and G...did have a bit of fun with each other, from time to time.” she added, grinning up at the gryphon again and teasingly stroking a hoof along her huge wings. “I can’t deny that I missed it, either.”

“Hmph, way to make me feel better, doofus.” Gilda chuckled, smirking back down at Rainbow Dash and playfully punching her arm, the pegasus only smirking playfully back up at her as her own wings spread out a bit.

“Heh, sorry G, but we did have a ton of fun together. Kinda hard not to miss it.” Rainbow Dash chuckled and poked her tongue out playfully, before remembering something and grinning over at Fluttershy. “Speaking of which, you mind if I tell Gilda about...you know?” she asked, winking to the other pegasus.

“Oh...um...I guess so, if she promises not to tell anyone else.” Fluttershy blushed and nodded softly, smiling nervously over at Gilda, who was looking rather intrigued now that something secretive was mentioned about Fluttershy.

“What is it? What’s Fluttershy got?” Gilda asked curiously, but Rainbow Dash only smirked and chuckled, standing up from the couch as her wings flared up a bit.

“It’s really awesome, G. Fluttershy got a nice little gift from the princess not too long ago.” the pegasus explained, walking over towards the lightly-blushing Fluttershy and grabbing her legs, spreading them apart to revealing her cute pink slit; her clitoris rather large and bulbous though, almost as big as a marble, compared to its previous pea-size.

“Yeah? And what is it already?” Gilda asked, now really curious as to what the pegasus was mentioning; knowing that when it came to the princesses, things were rather serious. “So she’s got a fat clit, what’s so special about that?”

“Heheh...the fact that it can do this.” Rainbow Dash replied with a smirk, licking one hoof before pressing it against Fluttershy’s oversized clit and starting to rub it firmly, making her gasp and moan in bliss as the most sensitive part of her body was teased so firmly. Gilda looked confused at first, but her eyes slowly widened in surprise as she saw the shy pegasus’ fat clitoris start to grow and elongate, swelling up into a shaft as it grew bigger and longer with each passing moment.

“What in the buck is that?” she asked, half-shocked and half-aroused at the sight, watching as Fluttershy’s clit swelled up into what appeared to be a full-sized stallion cock, her wings spreading out fully and twitching in arousal from all of the pegasus’ cute moans, while her cheeks blushed lightly again. “Is that some sort of freaky pony magic or something?”

“Mmnh...ahh...y-yes...” Fluttershy panted softly as she glanced over at Gilda, smiling softly as her yellow cheeks continued to tint red in slight embarrassment. “This is what...mnh...princess Celestia gave me...” she added, her own wings spread out stiff against the back of the chair, while her foot-long member twitched in arousal from being rubbed so firmly.

“And it works just like a stallion’s.” Rainbow Dash added with a grin over toward Gilda, slowly stroking her smooth hoof up and down Fluttershy’s throbbing length, chuckling a bit to the gryphon’s surprised expression. “I take it you like what you see, Gilda?”

“Damn.” Gilda simply spoke, blinking a bit as she watched Fluttershy’s member throb and twitch softly against the hoof stroking it, her own wings still twitching in arousal while down between her own legs, she began to moisten slightly as her arousal grew. “Never thought I’d see a mare with a dick, that’s for sure. You ponies have some crazy magic.”

“Heh, that we do.” Rainbow Dash chuckled and nodded, gently squeezing Fluttershy’s stiff member and licking her lips gently. “Care to give me a hand then, G?” she added with a wink, before leaning in closer and sticking her tongue out, gently slurping the throbbing member from the base all the way up to the tip, making Fluttershy shudder in pleasure and moan cutely.

“I’d love to, Dash.” the lusty gryphon replied with a playful smirk, slowly approaching the two pegasi before kneeling down next to Rainbow Dash; gently grasping Fluttershy’s waist with one talon as she leaned in as well, inhaling the shy pegasus’ musky scent, quite similar to an actual stallion’s. “Mmnh, damn, this is as authentic as it gets, huh?” she added with a soft chuckle, before opening her beak and sticking her tongue out, starting to slurp the futa cock up and down with the other pegasus, sighing happily from the salty taste it had.

“Ooohh...y-yes...it’s one of...ah, Celestia’s best spells...” Fluttershy moaned cutely as the pegasus and gryphon slurped and rubbed her member, easily coaxing out a few drops of precum already as she became more and more aroused. Leaning back against the chair, she gently placed her hooves on their heads, lightly stroking them as they worked her member with their tongues; her wings twitching harder in arousal and spreading as stiff as they could. “Ohh, that feels so good...you two!”

“Mmm..heh...only downside is that she’s a little sensitive.” Rainbow Dash chuckled, lapping up some of the warm precum as it continued to flow forth, before dragging her tongue down lower towards the base of the futa cock, winking towards Gilda. “Go ahead, G...get a nice taste of mare meat.” she added with a playful smirk.

“Heh...thanks Dash.” Gilda replied with a lustful grin, dragging her tongue up one more time before opening her beak wider and engulfing the head and first few inches of Fluttershy’s member, starting to gently suckle on it while her tongue swirled around the tip, tasting the salty precum that was flowing constantly. “Mmmmnh...mmm...” she sighed blissfully, closing her eyes and blushing lightly again from the taste, while her free talon slipped down between her legs and began to rub over her moist slit; the gryphon quite eager for some release after being alone for so long.

“Aah...oohh my, Gilda...!” Fluttershy groaned in bliss, feeling the beak rubbing up and down her member while the soft tongue teased the tip, only making her hips instinctively buck upwards a bit against Gilda’s beak, eager for the gryphon to suck her even deeper. “Nnh, your beak...feels so wonderful!” she moaned cutely, closing her eyes and leaning her head back even more, while her hoof pressed a little more firmly onto Gilda’s head.

“Mmnh, she’s awfully horny for being so shy.” Gilda thought with a mental smirk, continuing to suckle on the futa cock and slurp all around the tip, gradually taking inch after inch into her beak while her head slowly bobbed up and down. Sighing blissfully around the throbbing member, she began to gently finger herself; her cunny soaking wet with arousal by now, already smearing juices all over her talons as they pushed in and out.

“That’s it, Gilda, get a nice taste of her...” Rainbow Dash teased with a lustful grin, backing off from the pegasus’ member as she watched Gilda suck on it, slowly bobbing her head up and down and keeping her beak pursed nice and tight around the shaft. Licking her lips gently, the pegasus went back in again, though lower this time, bringing her lips up to Fluttershy’s moist pink ones and starting to firmly slurp over them, only providing the shy pegasus with even more pleasure.

With both of her sexes now being teased with pleasure, Fluttershy’s eyes rolled back in bliss, her wings fluttering lightly from the surge of pleasure, while her member throbbed harder in Gilda’s beak, shooting off a few big globs of precum. “Oohhh, myyyy!” she moaned out loudly, pressing a little harder on Gilda and Rainbow Dash’s heads as they both pleasured her so well; the cyan pegasus groaning happily as her snout was shoved against the warm cunny in front of her, only helping her tongue slide in deeper, while Gilda grunted a bit, feeling the throbbing futa cock bump against the back of her mouth as she kept bobbing her head steadily.

“Mmnhh...mggh...” the lustful gryphon closed her eyes as Fluttershy’s member was forced deeper into her mouth, though she continued to eagerly suckle on it, now sliding her tongue up and down the underside while her beak rubbed all along the length, stimulating every inch of the stiff cock. Her cheeks blushed lightly once more as her own pleasure was pushed higher by her other talon, fingering herself nice and fast, completely coating her talon in warm juices as her orgasm built up steadily.

“Aahh...G-Gilda...I’m gonna..nhh...cum...!” Fluttershy cried blissfully as she bucked her hips more against Gilda’s beak, feeling her member twitch and throb harder and gush more globs of precum, only to be licked up immediately by the lustful gryphon's tongue. At the same time, Rainbow Dash was finding no shortage of sweet juices to lap up, sighing blissfully as she slurped deep within the futa pegasus' love tunnel, greatly enjoying the taste of Fluttershy's carnal essence.

And just as she promised, only moments later Fluttershy bucked her hips forward powerfully against Gilda's beak as she screamed in bliss, her cock throbbing hard in Gilda's mouth as it pushed a little into her throat, releasing thick strands of her hot seed down the gryphon's throat, making her cough a bit in surprise, though still attempt to swallow most of it. At the same time, her silky-smooth love tunnel clenched nice and tight around Rainbow Dash's tongue, unleashing a torrent of her sweet love juices into the other pegasus' mouth.

"Mmnghmh!" Gilda groaned, pulling her head back a little bit to slide Fluttershy's cock out of her throat, now tasting the thick, salty fluids as they gushed into her mouth instead of directly down her throat; keeping her beak pursed nice and tight around the throbbing futa cock as it kept gushing more and more. "Mmnh, damn! She even cums like a stallion!" the lustful gryphon thought as her cheeks blushed more, eagerly gulping down every last drop of Fluttershy's seed before the pegasus' orgasm slowly subsided.

"Haahhh...delicious as usual..." Rainbow Dash was the first to speak, licking her lips and grinning up at Fluttershy after pulling her head back and sitting up, sighing happily from the sweet drink she just received. "How 'bout you, G? Enjoying the flavor?" she teased with a playful smirk, watching as Gilda slowly pulled her head back as well, slurping Fluttershy's member one last time to clean it of any remaining seed.

"Ahhhh, yeah..." Gilda sighed happily, sitting up as well as she licked around her beak, her tail swishing a bit in joy from the delicious taste of Fluttershy's futa seed. "I never would'a thought such a small pony would cum so much...heheh..." she teased with a grin, rubbing Fluttershy's member gently with her talon, while bringing her other talon up from her crotch, soaked in her own juices despite her orgasm still being a ways off.

“Heheh...she certainly does.” Rainbow Dash chuckled and nodded, seeing the gryphon’s juices glistening on her talon and grinning a bit. “Ready for another round then, G? I bet you wanna feel it inside you, don’t ya?” she teased, reaching over to Fluttershy’s member and slowly stroking it again, still somewhat hard after her orgasm.

“You bet I do, Dash.” the gryphon nodded eagerly, smirking up at Fluttershy and licking her beak softly, the shy pegasus only blushing and smiling a bit in return, moaning cutely as her member was rubbed by the soft hoof, quickly regaining full hardness again, throbbing and twitching lightly. “It looks just like a stallion’s, tastes just like a stallion’s and cums just like a stallion’s...but can it buck me like a stallion’s?” she teased, before laying back on the soft carpet, spreading her legs nice and wide, giving Fluttershy a perfect view of her sopping wet entrance. “Let’s find out, huh?”

Seeing the rather attractive gryphon presenting herself like that only served to rekindle Fluttershy’s arousal, her wings flaring again as her member stood straight up, throbbing eagerly against Rainbow Dash’s hoof. “Go and show her, Fluttershy.” the rainbow-maned pegasus smirked and winked to Fluttershy, giving her twitching cock a playful squeeze before getting up and walking over towards Gilda, standing beside her.

“Okay then...” the futa mare smiled softly as she got up and walked over to Gilda, positioning herself over the feathery body and gently pressing her member against the warm, moist slit, blushing lightly from the warm feeling. “Ready, Gilda?” she softly asked, glancing up towards the gryphon’s face.

“Heh, don’t hold back, Flutters.” Gilda replied with a lustful smirk as she reached up and grasped Fluttershy’s shoulders, blushing lightly herself in anticipation from feeling the lightly-throbbing member pressed up against her hot entrance. “This gryphon wants to see just how hard you can buck.”

“Mmnh...okay...” Fluttershy softly nodded, pressing her hooves firmly against the floor before pushing her hips forward and penetrating the gryphon with little resistance, mostly due to it being so very wet inside already. Sighing in pleasure, she was able to sink her member inside rather quickly, moaning softly with Gilda as the hot, soft insides squeezed gently around her cock. “Oooh...you feel so good inside, Gilda...” she moaned, blushing cutely again as she looked up at the gryphon.

“Heh...mnh...you’re not too bad, yourself...maybe a little small...but not too bad.” Gilda teased with a lustful grin, sighing contently from the feeling of the futa shaft lodged deep within her love tunnel. All of a sudden though, she found her gaze meeting with Rainbow Dash’s moist slit; the pegasus having plopped herself down on Gilda’s chest with her legs spread nicely. “Mmnh, couldn’t wait your turn, huh Dash?” she teased with a smirk.

“Of course not...I wanna see if you’re still good with that tongue of yours.” Rainbow Dash replied with a lustful grin, scooting herself a bit closer to Gilda’s beak, her moist slit now just inches away from it. “So go on, show me how awesome a gryphon’s tongue can be.”

“Rr, you got it, Dash.” the lusty gryphon glanced back down again at the moist slit in front of her beak, leaning forward a bit and opening her beak, extending her tongue out and starting to gently slurp along it, sighing happily as she immediately recognized the familiar taste. Leaning in a bit more, she pressed her beak up against the warm snatch and slid her tongue inside, causing the rainbow-maned pegasus to groan softly in pleasure.

Meanwhile, Fluttershy began to slowly buck her hips, steadily thrusting her futa cock in and out of Gilda, moaning cutely from the feeling of the sopping-wet insides sliding along her length, her own precum only adding to the intense moisture. “Oooh, Gilda...” she quietly moaned, her wings lightly fluttering in pleasure with each steady thrust she made.

“Mmnggh...mmnhh...” Gilda only groaned happily each time the futa cock pushed deep inside her, closing her eyes and gripping Rainbow Dash’s flanks nice and firmly, giving them gentle squeezes as she worked her tongue inside the pegasus’ snatch, eagerly lapping up the sweet juices that were trickling forth. Tasting the juices of her beloved friend only served to arouse the gryphon even further, which of course, only made Fluttershy's bucking feel even better.

"Aww, yeah...that's the tongue I know!" Rainbow Dash teased with a lustful smirk, sighing blissfully as the gryphon tongue teased her sensitive insides, her hoof gently resting on the back of Gilda's head, slightly pressing her against the warm slit, wanting that teasing tongue to go as deep as possible. "Mmnh, looks like you haven't gotten rusty after all."

Smirking lightly to the praise, Gilda teasingly squeezed the cyan pegasus' rump a little harder, while firmly slurping her tongue along the soft love tunnel, grunting and groaning into it with each thrust Fluttershy gave; noticing that the futa pegasus' thrusts were gradually becoming harder and more frequent. "Mmnh, good so far...let's see if she can match some of the bigger stallions though!" she thought, before bringing her tail up between the pegasus' legs and starting to tease her moist pussy with it, only adding to Fluttershy's pleasure.

"Oooh, s-so wonderful..." Fluttershy panted and moaned blissfully as she kept bucking Gilda nice and hard, her throbbing member letting off gushes of precum, caused mostly by the tight squeeze of the gryphon's insides. The teasing to her cunny only spurred her even more, her cheeks blushing deeply in pleasure as she bucked even harder, her wings flapping lightly to assist her hard thrusts.

"Ah...ah! There we go!" Gilda thought with a pleased moan into Rainbow Dash's cunny, wincing a bit from the pleasure of each firm thrust, feeling the pegasus' crotch smack against hers each time. She kept up her oral work though, slurping nicely all along Rainbow Dash's silky insides and lapping up the sweet carnal juices, eager for the pegasus to climax and unleash a torrent of the sweet fluids. The lustful gryphon was close to her own orgasm as well, loving the rough bucking she was receiving, only making her hot insides squeeze the futa cock even harder.

Panting and sighing in bliss, Rainbow Dash continued to press Gilda's head against her crotch, her tongue lolling out a bit from the gryphon’s wonderful oral work, driving her wild with pleasure. "Aah...ohh yeah...G....keep it up!" she panted, her wings twitching in pleasure in their fully-spread state. Glancing back at Fluttershy, she smirked a bit, watching the other pegasus really pound Gilda roughly. "Mmngh, atta girl, pound her nice and hard,Fluttershy!" she teased, though the shy pegasus was too absorbed with the hard bucking and the wonderful pleasure it provided, not really paying attention to Rainbow's words.

Panting softly in exhaustion, Fluttershy kept up her rough thrusts, flapping her wings a bit more to assist a bit with her thrusting, while her member throbbed rapidly within the gryphon’s hot love tunnel, about to erupt any moment now. “Aah...oohh...G-Gilda...!” she moaned blissfully as she suddenly felt the tight walls squeeze very firmly around her cock; the gryphon groaning out loudly into Rainbow Dash’s cunny as she climaxed, splashing Fluttershy’s member with a torrent of her sweet carnal juices.

“Nnggh...oh my!” the futa pegasus cried out in pleasure from the tight squeeze, pushing her over the edge of her own orgasm after only a couple more firm thrusts; giving one final buck to hilt her shaft in the gryphon’s snatch before it began to throb powerfully, shooting off a large gush of her steamy seed with each throb. Fluttershy’s eyes rolled back in euphoria as the climax rocked her body, still lightly bucking her hips a bit against Gilda’s crotch as her throbbing member shot off load after load deep inside the gryphon, overflowing her with the hot, sticky fluids.

“Mmngh...oh damn...!” Gilda thought, her eyes widening a bit from the size of Fluttershy’s load, seeming to be even bigger than her previous orgasm, lots of the thick futa-seed oozing out around the twitching cock and flowing down towards her rump, only making her cheeks blush lightly again from the feeling of the warm seed flowing inside and outside of her. Her attention was quickly brought back to Rainbow Dash though as she orgasmed only a few moments later, groaning in bliss and pressing Gilda’s head even more firmly forward, sinking her beak into the warm snatch.

Groaning happily, the gryphon eagerly lapped up the resulting flow of sweet pegasus juice, her tongue still firmly slurping along the hot inner walls, collecting every last drop of the mare’s essence before she finally pulled her head back, sighing blissfully from the wonderful taste that filled her mouth. “Ahh...just as tasty...mnh...as I remember, Dash.” she teased with a playful smirk up toward the rainbow-maned pegasus, giving her flanks another firm squeeze.

“Heheh...ahh...glad to hear it, G.” Rainbow Dash panted in exhaustion after her orgasm, grinning back down at her gryphon friend, gently stroking her hoof over the feathers on her forehead. “I take it you enjoyed Fluttershy, too?” she added, glancing back at the yellow pegasus, who was also panting deeply after her own powerful orgasm, seeing the mess of cum that was splattered all over Gilda’s crotch and oozing down to her other orifice. “Mm, looks like she certainly enjoyed it!”

Chuckling a bit, Gilda nodded and leaned to the side a bit, grinning over at Fluttershy as she pulled her tail down, seeing that it had been soaked with the pegasus’ vaginal juices. “Mm, you’re almost as good as a stallion, Flutters.” she complemented, making the shy pegasus blush and smile in return.

“Thanks, Gilda...” Fluttershy softly replied, her wings twitching softly as they slowly retracted against her back, while she pulled her hips back as well, sliding her softening member out of the cum-filled cunny, a mixture of her seed and Gilda’s juices oozing from the warm entrance. “I’m so glad I could bring you two back together...hehe...”

“Heh, yeah...you’re the best, Fluttershy.” Rainbow Dash smiled and nodded, getting up from Gilda’s chest and cuddling against Fluttershy, gently nuzzling her lightly-blushing cheek. Normally such a sight would have made Gilda retch, but she did owe the shy pegasus for bringing her back together with her best friend. Slowly sitting up, she joined the two in the soft cuddling, hugging them both against her warm, feathery body, both pegasi blinking a bit in surprise.

“You’re definitely cool in my book, Fluttershy.” Gilda added with a grin, stroking her hand along the pegasus’ back, making her smile cutely in return. “Maybe I did misjudge you ponies. You seem pretty cool, I guess.”

“A little kindness goes a long way, Gilda!” Fluttershy replied with a soft giggle, cuddling back against the gryphon and gently nuzzling the big poof of feathers around her chest, smiling up at her.

THE END, I suppose.