All characters © Hasbro

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

------------------------------------------------------------------------------------------------------------------

The exhausted pegasus slept peacefully through the night, resting up nicely after the tiring fun she had last night. She finally awoke as the sun was just beginning to peek in through the window, her body clock accustomed to waking up that early, due to her rooster always crowing at that time. It was about 6:45AM when she opened her eyes slowly, yawning quietly and stretching her legs a bit.

“What a great sleep...” Fluttershy thought to herself, sighing happily as she rolled over onto her back again, though blinking a bit in surprise as she felt that familiar tingly pleasure again from a soft rubbing against the blanket; looking down the bed to see a large tent in the blanket. “Huh...?” she thought out loud, grabbing the blanket and tossing it off of herself, eyes widening a bit in surprise as she saw her member again, fully hard and lightly throbbing as it stood straight up from her crotch.

“Why is it hard? I was asleep...” she thought, honestly clueless as to why her endowment was aroused, having never really noticed or thought about it, despite the few nights she spent with Big Macintosh. “I don't get it, how did it get hard while I was asleep?” she pondered, glancing around the room and seeing Spike still snoring happily in his bed, but Twilight's bed was empty, and looked as if it hadn't been used.

The confused pegasus carefully got out of the bed and walked over to the staircase, peeking down into the main library and seeing Twilight still at her desk, though laying on the floor in front of it with an unlit candle next to her, her head laying on an open book as she breathed quietly in her sleep. Fluttershy lightly tip-toed down the stairs and into the kitchen again, closing the door behind her. Looking between her legs, her member was still stiff as ever.

“I'll have to take care of it myself, I guess...” she thought, wanting to just fly back to her home, but not wanting to risk being spotted by one of the early risers in Ponyville. Figuring it was the best place to relieve herself, she entered the bathroom and locked the door, before climbing into the bathtub. It was more like a jacuzzi from its size and shape, giving her some leg room as she sat down against the side.

Once she was comfortable, she reached down and gently grasped her eager pride, starting to slowly stroke the length up and down like she had done before. As the tingly pleasure washed over her, she laid her head back along the edge of the tub, closing her eyes as she enjoyed the feeling; her member throbbing against her hoof as she stroked it, a drop of pre smearing onto her hoof.

“Ooooh yes...” she thought, biting her lower lip gently to stifle her moans (despite the fact that they were already quiet) while she continued stroking herself, gradually accelerating as her pleasure grew; precum smearing onto her hoof already as her orgasm built up rather quickly. Remembering what Twilight had done last night, she reached down with her other hoof, and began to gently massage and fondle the two orbs hanging below her member.

They were quite sensitive to touch, only pushing her pleasure higher as she fondled them and continued quickly stroking her pride, blushing and biting her lip more as she felt that familiar pressure building up in her loins. She could feel her member throbbing harder against her hoof, while her other hoof was lightly smeared with juices from her moist nether lips, brushing against them as she rubbed her hefty orbs.

It only took about another minute of vigorous stroking before she felt her pleasure peaking again. All of the built-up pressure released at once as her orgasm hit, causing her to cry out blissfully as her member throbbed wildly, gushing thick shots of seed out in front of her and onto the floor of the bathtub. By the time her orgasm had subsided, she had painted a good amount of the floor and the tub wall opposite her with white streaks, along with a few splotches on her legs.

“So wonderful...” the blissful pegasus thought as she slowly opened her eyes again after a few more moments, glancing at the mess she had made in front of her and blinking a bit in surprise. “Wow...that much?” she thought, the mess looking like a lot more than the previous time she had masturbated. “How do stallions deal with this? Oh well...I really should shower, anyways.” she thought with a soft giggle, taking in a breath through her nostrils, the scent of the sticky fluids very thick in the air.

Looking to her left, she spotted the shower nozzle with a hose attached to the wall, reaching over and picking it up while her other hoof turned the knob below it, causing water to shoot from the nozzle. Carefully aiming it, she washed away all of the sticky fluids, making sure all of it went down the drain before turning the nozzle toward herself and washing off the small amount that had splashed onto her coat.

Fluttershy sighed contently as the hot water flowed over her body, putting the shower head back onto the little holster on the wall and standing under the stream, her mane matting against her body as it became soaking wet with water. Glancing over to a little cubby-like opening on the wall, she spotted a cream-colored bar of soap, reaching over and grabbing it before bringing it up to her snout and inhaling the scent. “Oooh, Vanilla. Such a lovely scent!” she thought with a smile, before starting to rub the soap along her body, gently scrubbing it against her coat; the strong vanilla scent covering up any body odors from her previous 'fun'.

Once she had cleaned herself decently, she shut off the shower and grabbed the closest towel, drying herself off and stepping out of the tub again. After straightening her hair with Twilight's comb, she was about to turn and leave, but as she did, she got a view of her body in the large mirror that was on the back of the door. Her balls were easily visible, at least from this angle. “Oh my...I can't go out like this...I'll need to wear something to cover it up, I guess.” she thought as she opened the door and left.

Taking a quick glance into the library, Twilight was still sound asleep on the floor; the pegasus quietly walking past her and to the door, opening and closing it as slow and quietly as she could as she left. Once outside, she looked up into the sky, seeing that the sun was just over the horizon and rising, as it was just about 7:45AM now. Most of the early risers in Ponyville would be out and about by now, so Fluttershy had to come up with a way to get across town to her house without being spotted.

“Hm...I could try and fly around town...oh, but that would take too long, my chickens might starve!” she thought, biting her lower lip slightly, looking up into the sky again and spotting a lone cloud, getting an idea quickly. “Aha, I can use that for cover...” she thought as she flapped her wings and flew up toward the cloud, though as she flew into it, she bumped into somepony, expecting that the could would be empty.

“Aghh!! Who's that, who's there?!” came an alarmed-sounding voice while Fluttershy recoiled from the rough impact, shaking her head and opening her eyes again to see that it was none other than Rainbow Dash, who had been sleeping on the lone cloud. The rainbow-maned pony groaned in annoyance as she looked over the edge of the cloud, too dazed from being rudely awoken to notice Fluttershy's new “equipment” before the yellow pegasus flew up close to the cloud, keeping her lower body underneath it and out of sight. “Fluttershy? What's the big idea?” she asked angrily, glaring at Fluttershy.

“Oh, I'm so sorry Rainbow, I didn't see you there...” Fluttershy spoke quietly with an embarrassed blush, trying not to sound nervous in front of her friend, not really knowing whether or not she had seen anything 'down below'. “I just needed to borrow this cloud for a moment...if that's okay with you.”

“Borrow it? For what?” Rainbow Dash asked, raising an eyebrow. “What could you possibly need a cloud for?”

“Oh, um...I...uh...” Fluttershy stammered, bringing her hoof to her snout as she quickly thought up of an excuse. “I...need it for...Derpy! Yes, Derpy, she asked me to bring her a cloud just this size, need to deliver it to her this morning.” she answered with a nervous smile.

“Really?” Rainbow questioned, eyebrow still raised inquisitively. “And what exactly would she need a cloud this exact size for, anyway?” she asked, about to press Fluttershy further, but remembering that Derpy wasn't exactly the sharpest crayon in the box, so it would most likely be a frivolous reason. “Oh, whatever. I was just about to wake up anyways.” she yawned and stretched her arms a bit, seeing the sun coming up over the horizon. “Twilight said she'd read the new Daring Do book with me today.” she added with a grin.

“Oh, how wonderful.” Fluttershy replied, keeping her smile while Rainbow Dash hopped up off of the cloud, causing Fluttershy to quickly move the cloud closer to her body in an attempt to keep her lower half hidden. “Well, you have fun now! I'm gonna go...deliver this to Derpy.” she added, before taking off in a hurry, keeping the cloud close to her body as she flew towards her house.

“Huh...wonder what her deal is.” Rainbow Dash thought, rubbing her chin a bit, before shrugging and grinning down toward Twilight's library. “Daring Do and the Griffon's Goblet, here I come!”

Meanwhile, Fluttershy continued to swiftly fly toward her home, glancing back over her shoulder to make sure nopony was following her, before slipping into the cloud, completely concealing her body, except for her wings of course, which stuck out of the top as they flapped. It reduced her speed somewhat, but at least nopony would recognize her.

She reached her home a couple minutes later, floating down to the door and reaching her hoof out of the cloud, opening the door and quickly entering, leaving the cloud to float back up into the sky. “Whew, that was easy enough.” she thought, closing the door behind her, turning around to find all of her indoor animals together in the middle of the room, staring up at her with pleading eyes. “Oh, don't worry, I'm here to feed you now.” she smiled, quickly getting to work on getting each animal fed, before heading back outside again to feed all of the outdoor animals.

Once she was finished with everything, it was just past 9:00, leaving her some time to herself before her weekly spa meeting with Rarity. Though she was stuck trying to decide if she was going to attend or not. “She won't care...or will she? I mean...we're close enough friends that she'd understand...” she thought to herself as she lounged on her couch, sighing softly. “Well...I'm going to have to leave eventually, I can't just stay in here all week.” she thought, standing up again and looking over toward the closet on the opposite side of the room.

“I guess I could wear a dress to cover myself up.” Fluttershy thought as she approached the closet and opened it, glancing at all the dresses hanging inside. She did sew from time to time, when she had a bit of free time after feeding her animals, but didn't really use the dresses for anything like Rarity would. Opting for something simple, she took down the turquoise dress that Rarity had made for her a while ago, slipping it on before standing in front of the mirror on the back of the door, glancing at her reflection. “Wow, this looks better than I remember.” she thought with a smile.

Content with her clothing, she headed out once more, the sun higher in the sky now that it was later in the morning; Ponyville now bustling with activity in the distance. With a few soft flaps of her wings, she took to the air again, this time going toward the spa. After a short flight across town, she landed gracefully in front of the spa; the bell on the door ringing as she entered, immediately greeted by Aloe, just like every week.

“Here early again, dear?” the spa worker pony asked with her usual sweet tone, already carrying a bathrobe with her, hanging it up on a hook next to the entrance to the spa area. “A lovely dress you're wearing too, I must say.”

“Hehe, you know I like to read the magazines here, Aloe.” Fluttershy giggled softly, walking over to the waiting area and taking a seat on one of the chairs. “Thanks, Rarity made it for me a while ago. I love it.” she added with a smile before grabbing one of the magazines on the rack, opening it up and starting to flip through the pages. She glanced up at the clock on the wall, reading 9:47AM. Rarity usually didn't arrive until 10, so she had a little while to wait.

As she flipped through the magazine though, she couldn't help but think about whether or not she was going to tell Rarity about what had happened, or wait until later. Either way, she wanted to stay covered up for now, so she continued reading for a few more minutes before setting the magazine down and getting up, grabbing the bathrobe and going into the changing room. She came back out again dressed in the white bathrobe, hanging the turquoise dress on the hook where the robe was before, looking back up at the clock again and seeing that it was just a couple minutes before 10.

And right on schedule, the fashionista unicorn walked through the front door, smiling as she saw Fluttershy. “Good morning, Fluttershy! Girls, the usual!” she spoke, grabbing her embroidered bathrobe off the hook and quickly changing into it before joining Fluttershy in the front room. “Let's go, shall we?” she added with a smile toward the pegasus, who returned the smile as they both followed Lotus into the spa area.

“How are you this morning, Rarity?” Fluttershy asked as they both walked into the sauna, sitting down on the wooden bench, Fluttershy making sure to sit in a position that would make her bathrobe fully cover her crotch.

“Oh, positively wonderful! Well, at least now I am.” Rarity giggled softly. “I just finished up a large order for Hoity Toity, this spa day is more than deserved!” she explained, smiling over at Fluttershy. “And how about you?”

“Me? Oh, nothing special, just life as usual.” Fluttershy lied, giggling a little bit as well, trying to relax and forget about her current situation. After a couple more minutes of idle chatter in the sauna, they stepped out and went over to the massage area, climbing up onto the tables and laying belly-down on them. The usual blonde-maned stallion came over to Rarity's table, while Aloe stepped up to Fluttershy, both of them beginning their usual massages.

“Mmm...I could never tire of this...” Rarity sighed blissfully, closing her eyes as she enjoyed the expert massage. “I wish every day could be spa day!”

“Hehe, yeah...” Fluttershy smiled, closing her eyes as well as she received the more gentle massage, always enjoying the work of Aloe's hooves. After the massage, they went on to the usual facelift, mud bath, and everything else included in “the usual”, before ending up at the final part: the hot tub. Fluttershy was completely relaxed by now, all the nervous thoughts about her situation now gone, before she remembered that she would have to take off her bathrobe to get into the hot tub. “Oh no...I can't let Rarity see me...” she thought, biting her lower lip softly.

“I've...got to use the little filly's room. I'll be right back.” she told Rarity, before heading to the bathroom as inconspicuously as she could, and removing her bathrobe once she was inside. She waited a couple moments as to not seem suspicious, before peeking out of the door again, seeing that Rarity had already climbed into the hot tub, with her back turned to the bathroom. Holding the bathrobe close to her body, she slowly walked out of the bathroom and towards the tub, being as quiet as she could.

As she stepped into the tub, she saw that Rarity had her eyes closed, the unicorn greatly enjoying the steamy water. “Whew...” Fluttershy thought to herself, quickly moving into the water and placing her bathrobe beside the tub, biting her lip gently from the suddenness of the temperature change. She sat down against the wall of the tub, sighing contently as her body became accustomed to the steamy water, her head resting gently on the edge of the tub. “Whew...what a relaxing day.” she thought out loud, smiling softly over at Rarity.

“Mm hmm...I wish we could come here more often, but a fashionista's work is never done!” Rarity smiled back, resting her head on a small pillow positioned at the edge of the tub. “It just seems like as soon as I finish one order, five more come in.” she continued, giggling softly. “Why, I've got half a mind to just...” she continued talking, going on and on about her career, not really realizing that she was rambling, but Fluttershy didn't mind much.

In fact, listening to the stories Rarity was telling only helped her to relax more as she enjoyed the steamy bath, sighing contently as she mid-closed her eyes, nodding every once in a while to Rarity's talking. However, she had become so relaxed by listening to Rarity and enjoying the heat that she didn't notice the soft, tingly feeling between her legs; becoming a little TOO relaxed now, causing her body to go onto an 'autopilot' of sorts, remembering what usually came next when she became this relaxed.

Continuing to rest against the side of the tub, she listened to Rarity's chatter further, though after another couple of minutes, she noticed that Rarity had stopped talking, snapping out of her relaxed state and looking over toward Rarity. Fluttershy's eyes opened fully again as she noticed the look on Rarity's face; one of surprise, confusion, and slight disgust. “Uh...Rarity...? What's wrong?”

“Th-that...thing!” Rarity stammered, pointing her hoof toward Fluttershy's crotch, putting her other hoof to her mouth. “What is it?!”

“Oh, no...please don't be...” Fluttershy started, looking down at herself, her face instantly flushing bright red in embarrassment as she saw exactly what she was trying to hide; fully erect and throbbing softly, the tip of it just below the surface of the water. She glanced back up again, her eyes meeting Rarity's for a second, her expression still completely speechless. The pegasus groaned, not knowing what action to take, but as if by instinct, her wings started flapping as she practically jumped out of the tub, leaving a trail of water as she bolted over to the bathroom and slammed the door shut, not hearing Rarity call out to her.

Panting softly, she locked the door and looked down again at her erect pride, her face still bright red with embarrassment. “This isn't happening...this can't be happening...” she thought, trying her best not to panic, but not really succeeding. “Okay, Fluttershy, just...calm down...sure, Rarity seemed very surprised but...she's your friend, she'll understand...I hope.” she thought, walking to the middle of the bathroom, using one of the towels to dry herself slightly.

A few moments later, she heard soft footsteps approaching the door, before the door was knocked on gently three times.

“Fluttershy? Darling? Are you alright?” came a nervous-sounding Rarity from the other side of the door.

“Go away please, you don't want to see me like this...” Fluttershy answered quietly, looking down at her member again, still quite stiff and gently throbbing in time with her heartbeat.

“Oh, darling, I just want to talk to you. I'm worried...what was that thing?” Rarity continued, trying to turn the door handle, but finding it locked. “Will you at least let me come in?”

Fluttershy sighed softly, walking over to the door again and unlocking it, slowly pulling it open just wide enough for Rarity to enter. “You promise you won't tell anypony about this?”

“Fluttershy, deary, we're friends. I wouldn't tell anyone if my life depended on it.” Rarity answered as she entered, closing the door behind her, finding Fluttershy sitting down, crossing her legs and holding her front legs in front of her crotch. “Fluttershy...what's wrong? What are you hiding?”

“It's a long story, Rarity...” Fluttershy started, taking a deep breath before telling Rarity a shortened version of everything that had happened, up until going to see Twilight, in which she left out the sex part.

By the end of the short story, Rarity was even more dumbfounded than previously. “I see...so you're stuck with that thing for a whole week?” she asked, blushing a bit now as well. She was also quite surprised to learn that Fluttershy enjoyed BDSM, something that she herself had dabbled in over the years.

“Y-yeah...you don't hate me, do you?” the embarrassed pegasus asked, looking down at the floor. “I understand if you don't want to hang out with me for the week...”

“Oh, Fluttershy, don't say such things!” Rarity consoled her, placing a hoof on her shoulder. “You're my closest friend, Fluttershy. I don't care what part of you is changed, you're still my friend.” she added, smiling a bit, Fluttershy looking back up at her and smiling a little as well, her blush fading slightly.

“Thanks, Rarity...I was so worried that you wouldn't like me anymore...” she replied, taking her hooves out from in front of her crotch, figuring that Rarity had already seen it, so what would the difference be? The unicorn blinked in surprise though as she stared at the stiff member, seeming bigger now that she could see it clearly.

“It certainly is...big.” Rarity spoke, biting her lower lip softly as she tried to hold back the countless dirty thoughts forcing their way into her head. Being Fluttershy's close friend, they did have casual sex once in a while, and this new endowment could only add even more fun to those times. “So...I guess you'll have to wait here until it gets soft again?”

“I don't know, Rarity. I've only had it for less than a day, but it's never gotten soft by itself.” Fluttershy admitted nervously. “It doesn't get soft again unless I cum...”

Rarity blinked in confusion again, staring blankly at the pegasus. “Am I dreaming, or is Fluttershy indirectly asking me to have sex?” she thought. “Fluttershy, darling, you can't be serious. I think I've got a good grasp on how the male reproductive system works, it should soften by itself after a while.”

“Oh, but it doesn't...when I was with Twilight last night, it didn't get soft until after I orgasmed.” Fluttershy spoke quietly, blushing a bit again. “The first time, it was still hard. She had to make me cum twice before it finally got soft...but this morning, it only took one time.”

“Twilight? Oh, goodness, you had sex with Twilight?” Rarity giggled, shaking her head. “That pony has her face in the books too much, she wouldn't know good sex if she had it every night.” she added, smiling a bit. “No wonder you didn't calm down until the second time!”

“Well, um...I think it's a lot more sensitive than a real one, Rarity.” Fluttershy added, shaking her head a bit. “When I play with it, I cum a lot faster than Big Macintosh...and Twilight said she was surprised at how fast I came. It did feel really good, better than anything I'd ever felt before.” she continued, blushing a bit and smiling, her wings spreading out a bit as she remembered the feeling of Twilight's moist insides around her member.

“Hm, really?” Rarity asked, raising an eyebrow again as she glanced down at the stiff member. “Sensitive...that's odd. But then again, it IS an alteration spell, you can't expect it to perfectly mimic a real one.” she explained. “But you say it won't soften up until you have an orgasm?”

“Y-Yeah...” Fluttershy nodded, frowning a bit. “You don't have to help me, if you don't want to...I can always just rub it, myself...”

Rarity looked up toward the pegasus' face again, smiling softly to her. “Oh, of course I'll help you, darling! I don't want to abandon you.” she spoke, gently stroking her hoof over Fluttershy's cheek. “And besides...I can imagine this will be much more fun than the strap-on, right?” she added with a playful smirk. “A little quickie couldn't hurt...”

Fluttershy blushed brightly at first, before smiling back, nodding a bit. “Yeah...definitely a lot better.” she spoke quietly, backing up onto the shag rug in front of the sinks before spreading her legs, giving Rarity access to her crotch. “You can start however you'd like...whatever you wanna do is fine.”

“If you insist.” Rarity replied with a grin, licking her lips softly as she approached, moving between Fluttershy's legs and reaching down, gently pressing her hoof against the pegasus' pride, feeling it throb softly against her hoof. “Don't worry Fluttershy dear, I'll be sure to show you a much better time than Twilight ever will.” she added with a wink, starting to rub her hoof up and down the length of the stiff member.

“Ooh..g-go ahead, Rarity...” Fluttershy moaned softly from the teasing, smiling down at Rarity and leaning back on her front legs, watching as the white hoof rubbed up and down her pride a little longer, before Rarity's horn glowed its usual light blue color. Fluttershy's two hefty balls were then surrounded by an identical glow, starting to feel as if they were being rubbed and fondled, only increasing her pleasure further. “Nnhh...that feels...nice...”

Rarity smiled as she worked her magic, still rubbing her hoof up and down the pegasus' member, feeling a drop of warm pre smearing across her hoof as well. “I'm just getting warmed up.” she added with a wink, before lowering her head down further toward Fluttershy's crotch, extending her tongue out and starting to gently tease the head of the pegasus' member with it, tasting the warm droplets of pre that were escaping from the slit as well.

“Mmm, certainly tastes different from a male's...” she thought, swirling her tongue around the head while her hoof continued to stroke the length. All the teasing was quickly bringing Fluttershy's orgasm on, much faster than Rarity was expecting, producing even more precum while her member throbbed harder against the soft hoof. After a few more moments of teasing slurps, she opened her mouth and slid the head and first few inches inside, her tongue continuing to stroke down the length, rubbing over the underside of the head as well, knowing that it was the most sensitive part.

“Ooohh...R-Rarity...!” Fluttershy moaned, gently putting one hoof on Rarity's head as if by instinct, feeling her orgasm very close already; a shock of pleasure coursing through her member each time Rarity's tongue slurped over the sensitive spot. “I'm...g-getting close...already!” she moaned, panting between her moans while she continued to gently hold onto Rarity's head.

“Good heavens, already? She wasn't kidding...” Rarity thought, glancing up at Fluttershy, before back down again, closing her eyes as she began to bob her head up and down, pursing her lips tightly around the throbbing pole as it slid in and out of her mouth, her tongue gliding along the underside of it as well. Her horn was still glowing as she used her magic to massage Fluttershy's balls, only adding to the pegasus' pleasure. Rarity was becoming quite aroused herself by now, her lower lips moistening up nicely as she continued her expert oral work.

It only took a few more moments of sucking though before Fluttershy cried out in bliss, her hips bucking forward again, surprising Rarity as the throbbing shaft was forced into her throat, causing her to quickly pull her head back slightly just as the torrent of steamy seed came gushing out. Keeping her lips pursed tightly around Fluttershy's member, she swallowed the sticky load as it filled her mouth and savored its unique flavor, still swirling her tongue around the head to tease the pegasus through her orgasm.

After a few large gulps, she didn't feel any more coming out, and slowly pulled her head back, sliding her lips and tongue along the stiff member as she did, licking her lips once it left her mouth. Her horn also ceased glowing, the aura around Fluttershy's balls fading away. “Mm, that was smashing, Fluttershy.” she spoke with a smile, blushing softly as she looked up at Fluttershy, who was still panting heavily in the afterglow of her orgasm, blushing as well.

“Mmnh...y-yeah...you're a lot better...than Twilight...” Fluttershy panted, smiling a bit back down at Rarity, also noticing that there wasn't a drop of her seed anywhere, as opposed to the other four times she came, having made a mess everywhere each time. “You...swallowed all of it?”

“Oh, of course, darling. I couldn't let such delicious cum go to waste, now could I?” Rarity teased with a giggle, licking her lips again, sitting up after a moment. “Very glad to have helped you, dear. Are you all set, now?” she asked, looking down towards Fluttershy's member, seeing that it was starting to soften again, causing her to groan softly and frown a bit.

“I think so...but, um...” Fluttershy started, seeing the face Rarity was making, also managing to catch a glimpse of the glistening lips between Rarity's legs. “Did you...want to keep going? I don't want to leave you out...”

“Well, yes...but we're going to need to get you hard again if we're going to have any kind of real fun.” Rarity replied with a grin, gently pressing her hoof against Fluttershy's semi-erect member, beginning to rub it once more while she moved in closer, cuddling against the pegasus. “I must admit darling, I wouldn't mind if you stayed like this for longer than a week.”

“Oh...thanks...” Fluttershy smiled, blushing softly again from the sudden cuddling and rubbing of her member, gently placing her hooves on Rarity's sides. “I'm kinda liking it, too...it really does feel a lot better than anything else.”

“Mm, hush, Fluttershy. You're going to make me even more jealous.” Rarity teased, closing her eyes midway as she moved her snout closer to Fluttershy's before gently pressing her lips against the pegasus', kissing her softly while she continued to slowly stroke the slightly rigid shaft up and down. Fluttershy was a little surprised at the sudden kiss at first, but ended up closing her eyes as well as she returned the kiss, pressing back against Rarity's snout.

As they kissed, Rarity gradually opened her mouth slightly, slipping her tongue into Fluttershy's mouth and beginning to french her deeply; Fluttershy tasting the remnants of her seed on Rarity's tongue, only helping to rekindle her arousal, her member slowly throbbing back to life against the unicorn's hoof. Fluttershy didn't notice it at first because her eyes were closed, but Rarity's horn had begun to glow once more, this time the magical aura surrounding Fluttershy's moist nether lips, giving them gentle strokes, while also teasing the little fleshy nub, causing the pegasus to groan blissfully into the deep french kiss.

In just a few minutes of making out, Fluttershy had become quite aroused once more, her member back to its full size and stiffness, throbbing eagerly against the stroking hoof, while both her's and Rarity's lower lips were saturated with arousal. Feeling that her pegasus friend was fully hard again, Rarity slowly withdrew from the kiss, opening her eyes again as she pulled back, looking into Fluttershy's eyes as they opened as well, the pegasus panting softly, her cheeks tinted light red as well.

“Ready for round two, darling?” Rarity asked softly, still slowly stroking Fluttershy's eager member up and down, feeling a couple drops of warm pre smearing over her hoof again.

“Of course, Rarity...what did you have in mind?” Fluttershy asked, gently stroking Rarity's sides, moaning softly under her breath from the teasing rubs to her throbbing pride.

“Well...what did Twilight do with you, hm?” the unicorn asked curiously. “Anything special?”

“Well, um...no, not really. She just laid me down on the floor and then climbed on top of me and started riding me like that...” Fluttershy answered, recalling the events from last night.

“Mm, I see...let's try a variation of that, dear.” Rarity replied with a grin, levitating a towel over toward herself and folding it up, using it as a pillow as she laid back on the floor, resting her head on the folded towel. She then spread her legs nice and wide for Fluttershy, giving her full access to her moist snatch.
The view only seemed to make Fluttershy even hornier, causing her to blush a little harder as she moved up closer, positioning herself over Rarity's body, with her crotch above Rarity's; her stiff pride just inches away from the unicorn's moist nether lips.

“Am I...doing this right? I think I've seen this position before...” Fluttershy asked quietly, looking down into Rarity's eyes.

“Perfect, sweetie.” Rarity smiled and nodded, lifting her back legs up and gently holding them against Fluttershy's waist, pulling her in closer, feeling the head of the pegasus' member pressing against her warm folds. “Now go on, Fluttershy...buck me nice and hard...” she added in a sultry tone, mid-closing her eyes as she looked back up at Fluttershy.

The pegasus nodded softly, gulping a bit as she wasn't really experienced in this position, only having used the strap-on once like this before. She lightly moved her hips back and forth a bit, rubbing the tip of her member along Rarity's entrance, before pushing down, penetrating the moist folds slowly, which felt a lot wetter than Twilight's at the time of penetration; Rarity gasping and quietly moaning from the gentle pleasure.

Panting softly from the tingly pleasure, Fluttershy continued to slowly press her hips down further, sliding her throbbing pole deeper and deeper inside the hot, soft love canal, closing her eyes and gently biting her lip. She felt Rarity's legs pulling her in a little as well, helping to slide her length inside until only a couple inches remained outside, the pegasus' hefty balls resting against Rarity's rump. “Ooohh...y-yours feels a lot better than Twilight's...” she softly spoke, her spread-out wings flapping softly from the wonderful feeling of Rarity's steamy insides clenching around her member.

“Of course it does, ahh, darling...” Rarity moaned softly, loving the feeling of being almost completely stuffed with Fluttershy's member, her back legs holding the pegasus' waist a little tighter now. Fluttershy waited a few moments, savoring the warm feeling as well, before she slowly pulled her hips back up, trying to remember how she did it long ago with the strap-on. She pulled back until almost all of her length was outside, before firmly pushing back down again until her crotch smacked against Rarity's, both of them moaning from the thrust.

Fluttershy repeated the motion again, and again, gradually accelerating as she became used to it, panting softly and blushing hard from the ever-increasing pleasure coursing through her throbbing member. “Nnnh...oh wow...this is amazing...” she thought, panting more as she kept thrusting her hips back and forth steadily, the two hanging orbs gently slapping against Rarity's rump each time her waist came down.

“Aahhh, yes...that's it! Don't hold back, darling!” Rarity moaned as Fluttershy's thrusts became faster and more rough as well, loads of warm precum smearing all along her insides as they clenched tighter around the rigid member. Only a few minutes in, Fluttershy already began to feel that familiar pressure building up in her loins, knowing that her orgasm was rapidly closing in on her; Rarity's clenching love canal certainly not helping her hold back as she kept firmly thrusting, beginning to sweat lightly from the rigorous movements.

“Oh, not now...can't cum...too fast...” Fluttershy thought, panting more as she felt her orgasm drawing closer and closer with each thrust, her member throbbing harder and spurting lots of precum into Rarity's steamy snatch. “Ahh...Rarity...I'm gonna cum...soon!” she moaned, trying her best to hold back, despite the overwhelming pleasure. Luckily, Rarity was already quite close as well from her previous arousal, working her muscles and clenching her hot insides even tighter around the pegasus' thrusting member.

“Yes! Let it all spill out, Fluttershy!” Rarity cried, pressing her legs very firmly around Fluttershy's waist just as the pegasus cried out blissfully as well, forcing her hips down and plunging her shaft deep inside Rarity's clenching snatch as it began to throb hard, releasing a thick shot of seed with each throb.

As she basked in the bliss of her orgasm, Fluttershy felt the already tight walls constrict even tighter as Rarity's orgasm hit as well, only overwhelming the pegasus with pleasure even further; giving a few more small thrusts as the mixture of their carnal fluids began to ooze out around Rarity's nether lips, having completely filled up any empty space inside. “Oooh, Rarity...” the tired pegasus panted, opening her eyes and smiling softly down at Rarity.

“That was incredible, Fluttershy darling.” Rarity smiled back, panting softly as well during her afterglow, highly enjoying the feeling of being overfilled with the pegasus' warm seed. “You did great, for being as inexperienced as you are.” she added with a soft giggle.

“Mmnh...thank you...” Fluttershy blushed softly and smiled back, gently nuzzling Rarity's snout while her wings slowly retracted against her back again from her rapidly decreasing arousal. Two orgasms in a row had really drained her stamina.

“Though, you did cum a little quickly, I must say.” The unicorn added, giggling softly. “You should work on lasting a little longer, if anything.”

“Oh...um, I don't really know how...” Fluttershy frowned slightly, averting her eyes from Rarity's. “It just feels so good...I can't help myself...”

“I'm not really one to speak, I'm not the one with the extra parts,” Rarity started, poking her tongue out playfully at Fluttershy. ”But you could try taking it a little more slowly. You know, relax and enjoy it a bit instead of rushing to orgasm.”

“I guess that makes sense...” Fluttershy nodded, slowly pulling her hips up again, sliding her softening member out of Rarity's moist entrance, both of their crotches splotched with Fluttershy's sticky fluids. Rarity grimaced at the mess, but smiled back up at Fluttershy.

“Looks like we're going to need another spa treatment to clean ourselves up.” she added with a giggle, getting back up again as Fluttershy moved off of her.

“I wouldn't mind going for the usual again.” Fluttershy smiled and nodded, giggling softly as well.

------------------------------------------------------------------------------------------------------------------

End Ch.2

Well, this was a lot longer than I was expecting. And again with record speed! Man, I guess I really like Futashy too :P