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.

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“Wow, are you serious?” Rainbow Dash asked with excitement in her voice, glancing at the blank-covered book in her hooves, before back up at the lavender unicorn beside her. “You, of all ponies?”

“Hehe, I'm quite the reader, Rainbow Dash. Of course the author would pick me to pre-read it.” Twilight giggled softly, her horn glowing as she opened the cover of the blank book, revealing the words “Daring Do and the Kingdom of the Crystal Skull” across the first page.

“Well jeez, I knew you liked the series, but I didn't think the series liked you just as much!” Rainbow teased, giggling a bit herself as she flipped to the next page, glancing over the chapter list. “I guess I get to read the new books before everypony else too, huh?”

“Technically I'm not supposed to let anypony read them, but I suppose I can make an exception for Daring Do's #1 fan.” Twilight winked playfully, her horn glowing once more as she levitated over a sandwich that was resting on the small table nearby.

“Ah, yeah...that's cool of you, Twilight.” The pegasus smiled wide, hugging the book to her chest as her wings flapped a bit in joy. “You suppose it wouldn't be too much if I told Fluttershy about this too? I think she's starting to show some interest in the series after I brought some of the books over to her place a couple weeks ago.” she added, before putting a hoof up to her chin in thought. “Say, where's she been lately? I haven't seen her around much, and when I did see her, she was acting kinda weird.”

Hearing the pegasus' name startled Twilight slightly, causing her to cough a bit on the bite of sandwich that she was chewing, before swallowing what she could quickly. “Ah, heh, dunno! Maybe she's just busy with her animals! I haven't seen her recently.” she spoke rather nervously, smiling back as inconspicuously as she could.

Raising an eyebrow, Rainbow tilted her head to the side a bit as she glanced toward Twilight. “You sure? Last Sunday I saw her leaving here early in the morning. She was over here with you, wasn't she?”

“Uhm...n-no, not at all! I don't remember her coming over.” Twilight lied, smiling inconspicuously still while her eyes darted back and forth, before glancing back toward Rainbow again. “Maybe she came to see Spike or something? I dunno!”

The pegasus stared now with a look of suspicion, crossing her arms. “Twilight, it must have been six or seven in the morning. I don't think Spike wakes up that early on a weekend.” she replied, glaring a bit. “What are you hiding from me, huh?” she added, moving up closer to the unicorn, getting in her face a bit as she tended to do.

“N-nothing, honest!” Twilight stammered, shaking her head and backing up a bit as Rainbow Dash closed in on her, though finding her back pressed against the bookshelf behind her. “She's probably home right now, you should go see her!”

“Hmph.” Rainbow Dash snorted a bit in annoyance, backing up again and folding her wings as she floated to the floor again. She knew Twilight probably wasn't going to tell her, and wasn't really wanting to harass the nerdy unicorn further, when she could just go see Fluttershy directly, more likely to get an answer out of her. “Yeah, whatever...see you later, Twi.” she added, before turning and leaving the library, Twilight sighing softly in relief once the pegasus was gone.

“She's definitely hiding something from me...better not be another lame superhero plot to try and teach me a lesson!” Rainbow Dash thought as she took off towards Fluttershy's house. Thinking back on her previous times seeing Fluttershy, she remembered that she was always wearing a dress. “Hm...that could have something to do with it. What's she hiding under that dress?” she thought, approaching the yellow pegasus' house after a quick flight.

After knocking on the door, it promptly opened, revealing the nicely-dressed shy pegasus. “Oh, um...hey Rainbow Dash.” she meekly replied, smiling softly. “What brings you here tonight?”

“Uhh...” Rainbow Dash started, having not really thought much about how she would go about this. Quickly getting an idea though, she smiled back at the yellow pegasus. “I just uh, wanted to come hang out with you for a bit, maybe a sleepover?” she suggested, trying to sound as sincere as she could.

“A sleepover?” Fluttershy repeated, a wave of worry washing over her for a second as she thought about it. “A sleepover now? I'd have to be really careful about hiding it...I suppose...I can't just turn down Rainbow like this.” she thought, before nodding softly. “Um, sure...sounds good to me.” she smiled softly again, backing up from the doorway to allow the rainbow pegasus inside.

“Okay, whew, she bought it.” Rainbow Dash mentally sighed in relief as she walked inside, following her pegasus friend over into the living room. “So...what's up? Haven't seen you around very much, lately.” she asked, hopping onto the couch and lounging back on it, trying to be as casual as possible.

“Nothing much...just, you know, the usual.” Fluttershy replied softly, sitting down in one of the chairs near the couch, making sure her dress continued to cover up her lower body.

“Yeah, yeah....” The pegasus nodded. “Same here, been practicing my flight routine n' stuff. Almost got it perfected.” she added with a confident smirk.

“Oh, how wonderful.” Fluttershy smiled in return, nodding lightly. “And I'll certainly be ready to cheer you on when you're trying out for the Wonderbolts!”

“Heheh, thanks.” Rainbow Dash chuckled, her wings giving a couple soft flaps as she sat up again on the couch. “And I take it you're gonna be wearing one of those dresses as well? You seem to be wearing dresses a lot lately, huh?”

Fluttershy blushed to the comment, but nodded and tried to keep up her smile. “Y-Yeah...I've been working on my sewing quite a bit lately, and thought I'd try out some of my dresses.” she lied, stroking a hoof over the soft dress covering her. “Do you like them?”

“Yeah, they're nice.” Rainbow nodded as well, chuckling a bit. “Damn...well, not really expecting her to just come out with it right away.” she thought, trying to think of a way that she could inconspicuously see underneath the dress.

“So...anything you wanna do, Rainbow?” Fluttershy asked, her cute smile returning once more as she moved the conversation away from her dress. “I mean...a sleepover isn't much of a sleepover if we just sit around and talk, right?”

“That's it!” the rainbow pegasus grinned wide, her friend's words sparking an idea in her head. “Yeah! We should totally play one of my favorite games!” she replied, flapping her wings as she took to the air, flying over to another room and opening a familiar bin, grinning as she pulled out a slim square box labeled “TWISTER”. “Heheh, perfect!” Rainbow Dash grinned to herself, bringing it back out to the living room. “How about this?” she asked, holding up the box to show Fluttershy.

Blinking a bit, Fluttershy recognized the colorful box her friend was holding up, having forgotten that she even owned that game. “Oh...sure, I guess.” she nodded softly, though of course, she would rather not play a game that required such close physical contact.

“Alright, she took it. I'll find out what's under that dress in no time!” Rainbow Dash thought with a grin, opening the box and quickly setting up the game, which was really just a big mat with various colored spots all over it, and a small square of cardboard with a spinner on it, decorated with colors that corresponded to the mat.

“Angel honey, could you come help us with this?” Fluttershy called out as she stood up from the chair and walked over to the mat, the little bunny quickly entering the room and hopping over to the colored cardboard square, glancing down at it and sighing softly. Smiling towards Rainbow Dash, Fluttershy stepped onto the mat with her. “Ready, Rainbow?”

“Ready as I'll ever be!” she replied back with a grin, stepping onto the mat as well, before Angel grabbed the little plastic arrow on the board and spun it, the two ponies watching as it whirled around and around, finally slowing and coming to a stop as it pointed towards the blue area. “Front-right-blue.” The blue pegasus called out, lifting her front-right hoof and placing it on one of the blue spots, while Fluttershy did the same.

Spinning the arrow again, Angel watched as it spun rapidly before landing in the green area this time. “Back left, green.” Fluttershy softly spoke, glancing around the mat before spotting a green circle, turning around and placing her back-left hoof on it, while Rainbow did the same, though with a spot on the opposite side, causing her head to be closer to Fluttershy's rear.

“Almost...” Rainbow thought after a quick glance towards her friend's rear, before turning back towards Angel, watching him spin the arrow again, stopping in the red area this time. “Front-left, red!” she called out, glancing around and smirking a bit, finding a red spot that was in the perfect position. She had to lay down to reach it, keeping her other hooves on the other two spots while she stretched her front leg over to the red spot, her head touching the mat now. “I should have the perfect vi-huh?” she blinked a bit as she looked up, expecting to see the underside of Fluttershy's body, however, the pegasus had reached over to a red spot on the other side, crossing her body over Rainbow Dash's horizontal position, causing her leg and flank to obscure her crotch from sight.

“Damn!” she groaned softly, glaring lightly up at the other pegasus, sighing lightly. “If I could just-”

“Front-right, yellow!” Fluttershy cheerily called out, interrupting Rainbow Dash's train of thought as she reached her front-right hoof over towards the nearest yellow spot, Rainbow grunting a bit as she did the same while keeping her other hoof firmly against the red spot, moving herself slightly closer to the yellow pegasus. She still couldn't see underneath the dress though, only the sides. “Doing okay so far, Rainbow?” she added with a giggle, smiling over at the blue pegasus, who was still sprawled out on the colored mat, keeping her four hooves touched to the four colored spots.

“Yeah, yeah, I'm fine. Spin it again, Angel.” Rainbow replied, glancing over at the rabbit who sighed softly and spun the little arrow again, this time landing in the green area again. “Hm...back-right, green?” the pegasus read off the little board, glancing down at her back legs and smiling a bit; this combination allowing her to flip her body over, moving her back-right hoof to a green spot on the other side of her. In the process, she arched her back up a bit, trying to press up against the pegasus' crotch, blushing lightly as she felt something warm and fleshy; feeling the pegasus' sheath pressing against her back. “What in the name of Celestia is that?!”

Blushing softly to the touch, Fluttershy glanced down at Rainbow Dash, before quickly flapping her wings a bit, lifting her right leg and rolling her body over while keeping her back-left on the floor, lifting herself off of Rainbow Dash's body now. “Hehe...t-tricky one...” she softly spoke, trying not to seem suspicious, though she was sure that she felt Rainbow Dash's fur rubbing along her sheath.

The blue pegasus groaned softly in annoyance, though raised an eyebrow as she glanced back at Fluttershy. “What is she hiding under there? Felt like a lump or extra skin or something...” she thought, glancing a little lower down the yellow pegasus' body for a moment. “You got that right...next spin, little man.” she replied, turning back towards the rabbit again, who moved his paw onto the arrow to spin it again. Just as he was about to spin it though, the cuckoo-clock on the wall started dinging as the hours hand reached 7PM.

Fluttershy blinked a bit, looking over at the clock again, watching as the little birdie on the top popped in and out of the little door on it. “Oh, please excuse me Rainbow Dash, I have to tend to a few of my nocturnal animals tonight.”

“Heh, that's alright. I could lend you a hoof.” Rainbow replied with a soft smile, stepping off the mat and following Fluttershy outside, over to a rather large tree with a locked box at the base of it. Opening it up, the yellow pegasus fished out what appeared to be a nail file, holding it in her mouth as she flew up into the tree; Rainbow Dash watching as she approached a rather large owl, smiling and gently lifting one of its talons, starting to file it lightly. “So, uh....you need any help?”

“Oh, sure...could you get out the feed bag out and pour some of it into the feeder there?” Fluttershy replied, pointing towards a large bird feeder hanging from the tree, before switching to the avian's other talon. The other pegasus nodded, looking down into the box and pulling out a heavy white bag, before glancing back up again, squinting a bit as she tried to look beneath Fluttershy's dress, but in the dim light, it was rather hard to see much from where she was.

“I'll just get a little closer, then...shouldn't be too hard.” Rainbow thought, grunting a bit as she hoisted up the bag and flapped her wings, carrying it up to the feeder before tipping it slightly, pouring the mix of various seeds into the feeder. As it poured out, she glanced up once more, though Fluttershy had moved on to an owl now, facing towards Rainbow Dash, leaving her crotch mostly obscured by the dress again. “Damnit...whatever she's hiding under there, she's hiding it good...” she grumbled softly, lifting the bag back up again as the feeder was completely full, setting it back down in the box again. “Anything else?”

“Um...” Fluttershy thought for a moment, pressing a hoof to her chin. “Not that I can think of...unless you know how to file avian talons.” she added with a soft giggle, poking her tongue out playfully before returning to filing the owl's talons.

“Heheh, whatever ya say...” Rainbow Dash chuckled softly as well, taking a seat on the soft grass beneath the tree as she watched Fluttershy work, going around to the various avians and lightly filing their talons, keeping them neat and sharp. Craning her neck around a bit, she kept trying to glance between the other pegasus' legs, though most of the time, finding her crotch obscured by either her legs or the dress. “I've gotta get directly underneath her...” she thought, lightly flapping her wings as she stood up again.

Fluttershy was higher up now, inspecting a wound on one of the smaller owls' wings. “Alright, she's not paying attention...shouldn't be too hard from here.” Rainbow thought, flapping her wings a little harder to lightly ascend, keeping her eyes focused on the yellow pegasus. Groaning softly, she watched as her friend sat on a branch, concealing her crotch behind the dress for the moment. “Darn it...every time I get close she moves!”

“Oh, hey Rainbow...did you want to help me after all?” Fluttershy smiled warmly, trying her best to sound inconspicuous, crossing her legs a bit as she sat on the branch, hiding her crotch even more. “I hope she didn't see anything...” she thought, gulping lightly.

The blue pegasus sighed softly, shaking her head as she became level with the other pegasus now, crossing her arms over her chest. “I want to know...what are you hiding from me?” she asked, getting rather annoyed with trying to discretely discover it. “What's underneath that dress?”

Upon hearing this, Fluttershy's cheeks immediately flushed red in embarrassment; the nail file slipping from her hoof and falling to the ground below. “I...I um...” she stammered, trying to avert her eyes from Rainbow Dash's, but the blue pegasus' stare was a piercing one.

“Come on, Fluttershy. There's no sense in hiding it, I know you've got something under there!” Rainbow Dash growled lightly, though trying her best not to sound annoyed as she approached Fluttershy; only causing her wings to flap as well, pushing her backwards away from Rainbow Dash. “Twilight was acting really suspicious and wouldn't tell me anything about you...what's going on, Fluttershy?”

The timid pegasus only gulped softly, shaking her head a bit as she hovered in the air beside the branch. “I...I don't know, Rainbow Dash...” she spoke in almost a whisper, before closing her eyes and darting towards her home, flying in through the closest open window.

“Hey, get back here!” Rainbow growled as she chased after Fluttershy, though getting caught on the windowsill, missing the mark by a bit. “Come back here! You're gonna show me what's under that dress whether you like it or not!” she shouted, slipping in through the window and looking around, not seeing Fluttershy anywhere in the living room where she was hovering. “Where'd you go? C'mon, Fluttershy!” she called out, glancing over towards the small hallway as she heard light thumps on the floor, seeing Angel hopping up to her.

“Huh? What do you want, squirt?” she asked, watching as the little rabbit gently lifted her right-front hoof up, while at the same time, pointing down the hallway toward Fluttershy's bedroom. “Oh, she's in there, is she?” the mare continued, seeing the door lightly cracked open. “Thanks, little dude. Time to go get some answers.” she added, lightly patting Angel's head before lightly flapping her wings and heading towards the yellow pegasus' bedroom.

Upon entering, she flipped the light switch on and glanced around, seeing nobody at first. “Come on, Fluttershy. I know you're in here.” she called out, taking a few steps into the room, her ears twitching lightly as she heard something shaking underneath the bed. “Fluttershy, come out from under there. I just want to talk with you.” she spoke, trying her best to sound calm despite her agitated state, walking up to the side of the bed and leaning down, spotting the yellow pegasus shivering under the bed.

“You...promise you won't do anything rash?” Fluttershy softly replied, glancing back into the blue pegasus' eyes as she slowly crawled out from under the bed, peeking her head out from under the side of the frame.

“Yeah, yeah, just come out of there already.” The blue pegasus replied, reaching down and grabbing Fluttershy's hooves, pulling her out from under the bed, before helping her to her feet. “What's going on? What are you and Twilight hiding from me?” she asked, glancing into the other pegasus' eyes with a look of both annoyance and slight worry.

Gulping softly, Fluttershy looked at the floor for a moment, before glancing back up into Rainbow Dash's piercing gaze. “Well...it's a long story, Rainbow Dash...to sum things up, Princess Celestia didn't like some things that me and Princess Luna were doing, so she gave me a week-long punishment.” she softly spoke, trying her best not to sound nervous. “I didn't want anyone to find out about it, so I started wearing these dresses to cover it up.”

“But what is it? What did Celestia do to you?” Rainbow persisted, becoming a bit more worried at the term 'punishment'. “And yeesh, what were you doing with Luna that pissed her off so much? That's the real question here.” she thought at the same time.

“You...promise you won't hate me or think I'm weird?” Fluttershy spoke even more quietly, blushing a bit as she grasped the dress, gently holding onto it as she glanced at the other pegasus through the separation in her pink hair.

“Come on, Fluttershy. I'm your best friend.” Rainbow Dash lightly rested her hoof on Fluttershy's shoulder, grinning slightly in a re-assuring manner. “I wouldn't think you're weird no matter what.”

“If you say so...” the timid pegasus replied, a tiny smile appearing on her face from her friend's reassurance, slowly pulling her dress back and sliding it off her body, lightly tossing it onto the bed, leaving her body bare once more. Rainbow Dash glanced down once the dress was fully off, blinking a bit in disbelief, before her jaw dropped a bit.

“Is that...??” she spoke; eyes widening in surprise as she gazed upon Fluttershy's package, honestly not expecting something of this nature. “What in the hell? Celestia turned her into a stallion or something??” she thought, shaking her head a bit. “Fluttershy, what is this? Is this Celestia's punishment?”

“Y-Yes...it is...” Fluttershy nodded softly, her face flushing red in embarrassment; not exactly sure what her rainbow friend was thinking of her yet. “It's the only thing she added, though...the rest of me is still the same. Twilight tried to remove it with her magic, but couldn't, so I've just been hiding it with my dresses.” she admitted, nervously fluttering her wings a bit and looking at the floor slightly.

“Huh.” Rainbow Dash rubbed her chin a bit, still processing all the information the other pegasus was giving her. “So...Celestia got pissed and gave you a dick, so that's why you've been acting all strange and wearing dresses?” she asked, raising an eyebrow towards the yellow pegasus. “Has anyone else found out about it?”

“Well, um...yeah...” Fluttershy nodded softly, still blushing in embarrassment. “Over these past few days the other four found out...as well as a couple of others that I've seen.” she added, glancing back towards Rainbow Dash again. “I wanted to tell you too, but...I was scared you wouldn't like me anymore...”

Rainbow Dash groaned in annoyance, putting her hoof against her face. “Going around and telling everyone except your very best friend isn't the best way to make her still like you, Fluttershy.” she sighed, shaking her head a bit. “Whatever, it's no big deal...I'm just glad you're not hurt or sick.” the pegasus added, gently placing a hoof on Fluttershy's shoulder again. Glancing down at the timid mare's package, she couldn't help but get at least a few dirty thoughts in her head, despite her efforts to not think about it.

“I'm sorry...I really was planning on telling you, I just didn't know how I'd bring it up to you...” Fluttershy replied, gently hugging the blue pegasus and nuzzling her neck.

“H-heh...yeah, no problem...” the rainbow mare blushed a bit to the sudden hug, though lightly wrapped her arms around Fluttershy in return, gently patting her back. “So, um...I was curious....does it actually work?” she asked as Fluttershy pulled back from the hug. “I mean...magic is pretty advanced, isn't it?”

“Well, yes...it does work, from what I can tell.” Fluttershy nodded softly, blushing lightly again as she glanced down at her soft member. “I can't pee from it...but I can...well...orgasm from it...” she added, blushing a little deeper.

“Oh? You can?” Rainbow tilted her head a bit, feeling a bit more curious now, though mostly spurred on by a couple lingering naughty thoughts. “What does it feel like? Is it any different than normal?”

Gulping softly, Fluttershy took a breath before speaking. “It's...certainly a lot different, for the most part. It doesn't feel better, but it feels good in ways that my normal orgasms don't...I'm not really sure how to describe it.” she spoke softly, biting her lip gently as she was also fighting to keep dirty thoughts out of her head, not really wanting her member to stiffen in front of Rainbow Dash.

“It does, huh? Hm...maybe I should talk Twilight into giving me one some time, as well.” Rainbow Dash replied with a soft chuckle, blushing lightly as well. “Always wondered if stallions feel it differently than we do.” she added, grinning a bit. “Oh jeez, am I dreaming or what? Fluttershy's got a cock and we're all alone here at night...” she thought, her cheeks reddening a bit more as she fought harder to keep her dirty mind at bay.

“Hehe, yeah, it does feel good knowing that there's a difference.” Fluttershy giggled softly as well, unaware of her member stiffening lightly between her legs, all the talk about sex having easily gotten through her subconscious. With another quick glance, Rainbow Dash had spotted it, noticing that it was slightly longer than it was just a minute ago, making her blink a couple times in surprise.

“S-so...one more question, when you cum...is it...you know, stallion cum?” she asked, trying not to sound too nervous. “Or is it just your regular cum? Oh, and do you cum from your vagina as well?” she blurted out, her curiosity having taken hold of her thoughts again.

“From what I can tell, it's just like a stallion's cum...all thick and goopy.” Fluttershy answered with a soft nod, biting her lip gently and blushing harder now as she felt her member stiffening now; quickly closing her legs. “Oh...I'm sorry, Rainbow Dash...” she spoke softly, her face flushing red with embarrassment. “I can't help it...it just seems to get hard at the slightest thoughts of sex...”

“Oh! I don't mind, it's okay!” Rainbow Dash giggled a bit, though her blue cheeks were quite red as well. “I guess, uh...now you get horny easily, just like stallions do?” she joked, poking her tongue out a bit. “Wow, how much bigger is that thing gonna get?” she thought, immediately glancing back down again as Fluttershy spread her legs out, seeing her member almost fully stiff, quite a bit larger than in its soft state. “Well...not as big as most stallions, but damn, still pretty big!”

“Y-yeah...I've noticed that...ever since I got it, I seem to get horny really easily...thinking about sex for so much as a minute will make it really hard like this.” the shy pegasus softly replied, her wings spreading out slightly in addition to her stiffening member, as her arousal slowly increased. “It's a wonder how stallions manage to keep it down all the time...”

“Heh...yeah...” Rainbow chuckled softly and nodded, though her eyes were fixated on Fluttershy's now fully-aroused member, throbbing lightly at its proud twelve inches as a small bead of precum formed on the tip. “Sweet Celestia that's hot...” she thought, biting her lip gently. “You...mind if I feel it a bit? I'm just really curious...” she asked, lifting her front-right hoof towards Fluttershy, glancing up towards her face again.

“Oh, um, sure...I don't mind, I guess...” Fluttershy replied quietly, still blushing as she spread her legs a bit wider, giving Rainbow easier access to her stiff member. “Just, uh, don't rub it too much, okay? It's really sensitive...” she added, her member giving soft throbs and twitches in arousal as another bead of pre formed on the tip, the first one having slid down the length.

Extending her hoof further forward, the blue pegasus gently pressed it against Fluttershy's twitching member, feeling it throb lightly against her hoof as she lightly stroked it. “Wow...you weren't kidding, Fluttershy...you're rock hard.” she spoke, still blushing lightly along with her friend, rubbing her hoof up and down Fluttershy's length, smearing the two drops of warm precum along it. Her other hoof slid down lower and began to rub the two hefty balls hanging below, feeling their warmth and weight against her hoof.

At this point, Fluttershy wasn't the only one becoming aroused though; watching as Rainbow Dash's wings slowly spread apart as well. “Mmnh...R-Rainbow...” Fluttershy quietly moaned, midclosing her eyes to the gentle pleasure of having her eager cock stroked, only producing another bead of precum from the tip; her wings spreading all the way out now as she became fully aroused. She watched as the rainbow-maned pegasus slowly brought her head in closer, before sticking her tongue out and dragging it up the length, slurping up the precum along the way.

“Mmm...! Wow, that's tasty...” she thought, licking her lips a bit while her hoof continued to rub up and down Fluttershy's member, unintentionally speeding up a bit though. Going in for another lick, she pressed her tongue more firmly against the base of the shaft and dragged it up all the way to the tip, causing the timid pegasus to moan cutely, loving the soft licks and rub to her member.

“Ooh...R-Rainbow, don't...” the yellow mare began, causing Rainbow to quickly pull away and sit up again, blushing deeply.

“I-I'm sorry, Fluttershy! I just got...carried away...” she apologized, her face flushing red in embarrassment, though her wings were fully spread in arousal as well; her nether lips nice and moist as well. “You're just so hot...with a cock, like that...”

Fluttershy smiled a bit and giggled softly, before moving closer to Rainbow Dash and cuddling against her. “Hehe...Rainbow Dash...I was going to say...don't stop.” she softly spoke, nuzzling the other mare's snout affectionately. “You seemed to be really enjoying yourself...and so was I...so go ahead, Rainbow...” she added, smiling softly towards Rainbow Dash.

Sighing in relief, the blue pegasus gently hugged Fluttershy in return, cuddling her back and nuzzling her snout gently as well. “Heheh...thanks, Fluttershy...” she replied, giving the yellow pegasus' cheek a gentle peck. She could feel the stiff member pressing between them now, still throbbing lightly, eager to be played with some more. After another moment of cuddling, Rainbow Dash gently grasped Fluttershy's shoulders and laid her down on the rug, leaving her belly-up, with her member standing up proudly from her crotch.

“You taste really good, Fluttershy...better than most stallions.” Rainbow Dash complimented as she knelt down between Fluttershy's legs, gently grasping her member again and stroking it slowly, watching another bead of precum form on the tip.

“Mmnh, thank you...” Fluttershy softly replied, moaning quietly as the gentle pleasure returned; watching Rainbow Dash lean down again and begin to slurp over the tip of her member, lapping up the warm precum that was flowing out. “Aah...and your tongue is...really nice, Rainbow...!”

“Heheh, 'course it is, Flutters.” the blue pegasus chuckled and grinned, giving the futa pegasus' member a few more teasing slurps, before pressing her lips to the tip and beginning to slide it into her mouth, slowly taking in the first few inches while her hoof slid down lower, stroking and fondling the pegasus' balls once more.

Fluttershy's moans and panting increased in volume slightly as she felt her member slide into the warm mouth, twitching more against the pegasus' tongue as it slid along the underside. “Oohh, yes...Rainbow...” she moaned, closing her eyes as her hoof instinctively moved down to Rainbow Dash's head, lightly pressing down on it.

"Mmm...looks like you haven't lost your touch, Dash." Rainbow thought with a mental grin as she slowly pushed her head down further, sliding the futa pegasus' member deeper and deeper into her mouth, until it bumped against the back of her throat, a little over halfway inside. She paused for a moment, continuing to fondle and rub Fluttershy's balls a little longer, before slowly beginning to bob her head up and down, dragging her tongue along the underside.

"Ahh...! Oh yes...that's wonderful, Rainbow!" Fluttershy moaned, her hips lightly bucking upward in response to the blue pegasus' skillful blowjob, rewarding her with more globs of warm precum. Her hoof was still lightly pressing onto the rainbow mane, gently pushing Rainbow Dash's head down each time she came back up, eager to slide her member even deeper into the hot depths of the pegasus' mouth. Glancing down towards her, she blinked a bit in surprise; the sight before her baring a striking resemblance to the dream she had a couple days earlier.

Panting softly through her nostrils, the blue pegasus kept up her oral work, feeling the tip of the futa cock bumping against the back of her mouth with each bob, while her tongue continued to slurp up and down the length, catching any flowing precum that escaped. "Mmnh, so delicious..." she thought, blushing as she slipped her other hoof down between her legs and began to firmly rub over her own nether lips, which were dripping wet with arousal at this point.

Fluttershy continued to pant and moan in bliss meanwhile, her wings twitching and lightly fluttering against the rug as her member throbbed harder in Rainbow's mouth, already feeling her orgasm rapidly approaching, signaled by glob after glob of her warm precum flooding into the blue pegasus' mouth. "Ooohh...Rainbow...I'm gonna cum...!" she panted, blushing even more deeply as her hoof pressed down a little more firmly onto Rainbow's head.

"Already??" Rainbow Dash thought, her eyes widening a bit as she glanced up at the panting yellow pegasus, continuing to steadily bob her head up and down on the twitching cock. "Damn, am I really that good?" she thought with a smirk, pressing her tongue more firmly against the underside of Fluttershy's cock with each slurp; all the while her hoof still stroking up and down her moist slit, smearing the warm juices all over her crotch.

And just as the yellow pegasus said, it wasn't long before her orgasm finally hit; her hips bucking upward against Rainbow Dash's mouth as she cried out softly in bliss, her wings flapping lightly against the bed as the powerful climax rocked her body. Rainbow Dash grunted lightly, her eyes widening a bit as her mouth was suddenly being pumped full of the thick futa cum, coughing lightly once before gulping it down as best as she could, groaning in bliss from the wonderful flavor flowing over her tongue.

The blue pegasus' hoof continued to stroke and fondle the two hefty orbs hanging below, only seeming to spur on the gushes of seed flowing into her mouth, which quickly overwhelmed her. “Mmnggh..!” she groaned, pulling her head back and gasping for air, closing her eyes again as she felt the warm seed splash her face, leaving big white splotches on her cheeks and forehead before the futa mare's orgasm finally died down. “Aaahh...jeez, Fluttershy...I didn't think you'd cum that much...!” she said between her panting, blushing and grinning a bit at Fluttershy, licking her lips of the cum around them.

“Hehe...sorry...I guess Zecora's potion didn't fully wear off...” Fluttershy giggled softly, blushing at the sight of Rainbow's cum-soaked face, while her member twitched softly in her afterglow, oozing a bit of her warm seed down the length. “That was really good though, Rainbow Dash...I didn't think you'd be so good at it.”

“Oh? And what makes you think that, huh?” Rainbow Dash smirked, playfully jabbing at the shy pegasus' cock with her hoof. “Of course I'm good at it. I'm good at everything!” she boasted with a chuckle, Fluttershy giggling lightly again and nodding, watching her enthusiastic friend flex her arms playfully.

“Mm, yeah...” Fluttershy sighed happily, laying her head back on the rug as her afterglow slowly faded away, though her member stayed nice and stiff; Rainbow Dash's aroused scent still lingering in the air, easily reaching the futa mare's nostrils. “Mmhh..? Rainbow...?” she softly asked, glancing down at the other pegasus, seeing all the fur around her crotch matted down with juices. “Did you get to cum, too?” she asked timidly, blushing a bit again.

“Huh? Oh, yeah, thanks for reminding me...we're not finished yet, Flutters.” Rainbow replied with a playful smirk, pressing her hoof against Fluttershy's lightly-throbbing member and beginning to stroke it slowly once more. “I made you cum...now you gotta return the favor.” she added, before standing up again, glancing over towards Fluttershy's bed. “But first, let's get a little more comfortable.” the horny pegasus spoke, climbing up onto the bed; Fluttershy following after her and climbing up onto the soft comforter with her, her member twitching a bit in arousal from the wonderful view of Rainbow's butt that she was getting.

“Well then...what did you have in mind?” Fluttershy asked curiously, though quickly getting her answer, watching as the rainbow-maned pegasus grasped the headboard and leaned onto it, raising her rump up higher while her tail brushed out of the way, giving Fluttershy a perfect view of her moist pink slit.

“C'mon Fluttershy...you've done it before with the strap-on...now let's see you do it for real.” Rainbow teased with a playful smirk, shaking her rear enticingly for the futa pegasus, causing her cheeks to blush and her member to twitch harder in arousal, already eager for some more fun. With a light grin, Fluttershy approached the presenting blue pegasus and climbed atop her body, mounting her gently with her stiff member rubbing along the moist pink entrance below. “And don't hold back, either!”

“Hehe...of course...” Fluttershy giggled lightly, gently nuzzling Rainbow Dash's neck affectionately as she pressed her hips forward, prodding the tip of her member against the enticingly warm slit, biting her lip gently as she was met with a bit of resistance from the tightness of the entrance, though with a firm push she managed to penetrate it easily, letting out a soft gasp of pleasure at the same time as the blue pegasus below her.

“Ahh, damn...she may not have the length...but she's got the girth alright!” Rainbow Dash thought, blushing and moaning softly as she held firmly to the headboard, feeling Fluttershy's member slowly pushing inside her hot depths, the soft inner walls spreading to accommodate the twitching futa cock as it pushed deeper and deeper inside at a steady pace. “Mm, c'mon Flutters, don't be afraid to buck me nice and hard.” she added with a playful smirk back toward Fluttershy.

“Mmh, sorry...” the timid pegasus replied quietly, taking a deep breath before suddenly thrusting her hips forward as hard as she could, pounding her crotch against Rainbow Dash's rump, sinking her entire length inside in that one swift thrust. “Ahh-!” she gasped in bliss again, closing her eyes from the pleasurable feeling of the hot love tunnel completely surrounding her member, lightly clenching around it and rippling across the length a bit.

“Oooh, yeah, that's more like it!” Rainbow groaned from the surge of pleasure, midclosing her eyes as she enjoyed the feeling of being stuffed nearly full, her wings twitching and flapping lightly against Fluttershy's belly. “Well, that was good enough...now to see how well she can buck.” she thought, eagerly licking her lips as she awaited the futa mare's next move.

Blushing and smiling lightly to her friend's approval, Fluttershy brought her hooves closer to her and grasped Rainbow Dash's flanks firmly, right over her cutie marks, before pulling her hips back, sliding her member out until only a few inches remained inside; immediately thrusting back in once more and letting out another cute moan, the rainbow-maned mare's insides feeling noticeably different than the other mares she had played with.

She quickly repeated the motion again and worked up to a steady thrusting, moaning softly and blushing from the wonderful pleasure, milking out more of her warm precum as her member twitched and throbbed more. “Ohh, Rainbow Dash...you feel so good...” she softly moaned, closing her eyes as she enjoyed Rainbow Dash's hot cunny squeezing around her member.

“Mmnh, so do you, Fluttershy...but you're still bucking me too softly.” Rainbow Dash teased with a smirk back towards Fluttershy, pressing her hips back against the other pegasus' thrusting to help drive her member in even deeper. “Don't hold back, I can take it!”

“Oh...if you insist.” Fluttershy responded, gulping softly and squeezing the blue pegasus' cutie marks a little harder before picking up the pace, putting more power behind her thrusting, causing her crotch to smack firmly against Rainbow Dash's rump with each thrust; her member continuing to throb in pleasure as it smeared more of her warm precum along the clenching love tunnel.

“Ah! Aahh, yeah...that's better...” Rainbow panted in response to the harder thrusts, gripping the headboard firmly to keep herself steady from the firm bucking she was receiving, her warm juices coating Fluttershy's member nicely, only slicking it up and helping her to thrust even harder and faster.

Blushing lightly to the praise, the futa pegasus continued to firmly buck her hips against Rainbow's crotch, panting in bliss with her tongue hanging slightly out of her mouth as well. Already she could feel a second orgasm approaching; more warm precum oozing from her member as it throbbed harder, the squeezing from Rainbow's insides only stimulating her further. “Ooh...c-can't cum just yet...need to...hold back, like Applejack said...!”

Still squeezing the blue mare's flanks firmly, she switched her thrusting to slower, more powerful thrusts, really pounding the tight cunny, but at a slower pace. She managed to jab Rainbow's G-spot a couple times with the tip of her member, only causing her to cry out in ecstasy, her orgasm approaching rather quickly as well.

“Ooh, yeah, keep that up Fluttershy...!” she panted, holding more firmly onto the headboard to keep herself stable from the hard thrusts, loving the feel of the other pegasus' crotch smacking her rump firmly with each thrust, while her insides continued to squeeze and ripple over the throbbing length, as if milking Fluttershy for her orgasm. “Mmnh, damn! She's riding me even harder than Soarin' does!”

“Aahh...R-Rainbow...Dash...!” Fluttershy panted, crying out in bliss from the tight squeezing of the blue pegasus' insides, unable to hold back her orgasm any longer as her member began to throb harder. “I'm..nhh...cumming!” she cried, closing her eyes tightly as she gave a few more hard bucks, before pulling her hips back to make one final thrust. In the heat of the moment though, she pulled back a little too far, her member sliding completely out before she thrust forward again, gasping a bit as her cock slid against Rainbow's firm rump and angled itself upward.

“Nnh...Fluttershy..!?” Rainbow Dash gasped softly in surprise, feeling Fluttershy's member pressing against her butt now, looking back just in time to see it erupting, shooting off thick ropes of steamy futa cum all over her back and wings. Her cheeks flushed red in both embarrassment and arousal as she felt the hot fluids splashing all over her back; Fluttershy still thrusting her hips instinctively, grinding her member against Rainbow's rump throughout her orgasm.

Groaning lightly in annoyance, she reached down between her legs and began to firmly rub over her moist slit, having been left on the edge of her orgasm; luckily bringing herself to climax quickly from the extra arousal of the hot cum shower she was receiving. Sighing blissfully, she laid her head on the pillow, panting softly as she felt her warm juices oozing down her hoof and dripping onto the comforter.

“Oooh...I'm s-sorry...Rainbow...” the futa pegasus panted as her orgasm slowly subsided, blushing and glancing down at the blue pegasus' back, seeing it splattered all over with white streaks, while sticky strands of it hung from her wings. “I didn't mean to...nhh...”

“It's okay...heh...” the rainbow-maned pegasus chuckled lightly, smiling back at Fluttershy, still blushing lightly from the whole ordeal, her wings twitching lightly. “It's been forever since I've had a nice bukakke like that...hehe...” she replied with a playful grin. “Most stallions always want to cum inside...”

“I see...” Fluttershy giggled lightly, her hooves gently massaging Rainbow Dash's cutie marks as her cock twitched lightly, oozing a few drops of her sticky seed onto the blue pegasus' rump. With a pleased sigh, she collapsed on the bed next to Rainbow Dash, gently snuggling up against her. “I'm just glad you still like me...despite Celestia's little addition...”

Lightly cuddling back, the blue pegasus grinned and nuzzled Fluttershy's snout affectionately. “Don't sweat it, Fluttershy. I'd still like you no matter what.” she replied, giving her shy friend a light peck on the cheek, making her blush softly again.

“Mmh, yeah...I guess I just got a little too worried over it.” Fluttershy nodded, gently nuzzling Rainbow's cheek and giving it a soft peck in return, wrapping her arms around the other mare and cuddling a little closer. “This was a really fun sleepover, too.” she added with a light smile, before yawning a bit, quite exhausted from the previous fun.

“Heheh, yeah...we'll have to have another one some time.” Rainbow Dash chuckled, resting her head next to Fluttershy's on the pillow, watching her slowly close her eyes and sigh happily again. “See ya tomorrow morning then?”

The tired yellow pegasus nodded softly in response, shifting her arms a bit around Rainbow's body as she kept cuddling closely with her, before sighing happily again; Rainbow Dash closing her eyes as well and cuddling back, both pegasi drifting off to sleep in a matter of moments.

“Hehe...you're doing great, Fluttershy.” a shady figure thought out loud, standing just outside the window and watching the two pegasi sleeping together. “Even better than I expected. Sometimes I amaze myself...” it giggled softly, before spreading its wings and taking flight, heading back towards whence it came.

END CH7