Spike seized the microphone as the next two contestants entered the stage area. “Up next we have Ponyville's resident dentist, Colgate Minuette, up against my good friend Fluttershy.” The yellow pegasus smiled at Spike as she walked towards the bed.

“Um... I-I'm not so sure about this,” Fluttershy squeaked at the start of the match.

Colgate didn't know if she wanted to make a move on the shy mare if she didn't have her head in the game. It would feel wrong. “Well Fluttershy, you could always resign. I won't lay a hoof on you if you don't want me to.” She tried to say this in a manner that wasn't taunting.

Fluttershy picked her head up a bit and looked over to the unicorn. “Ohh, I couldn't do that. I agreed, and these ponies would be so disappointed if I quit, but... they're all watching and I don't know if I could um... do that... in front of them.” Fluttershy hid behind her mane, trying to control her breathing instead of freaking out. It'd be much more embarrassing if she ran out now and too much trouble for her friends who would undoubtedly run after her.

“Well, maybe we could start slow. I won't jump you if you won't jump me,” Colgate replied. “Get on the bed and I'll start.”

Fluttershy seemed to like this alternative, and was glad she got paired with somepony who was willing to level with her. She looked up and smiled. “Okay, sounds good.” With a little more pep in her step she jumped up onto the bed, trotted a few paces to give Colgate room to jump up behind her, then turned to face her.

Colgate jumped up behind her, and decided to make her move then and there, figuring any procrastinating might lead to the canary mare backing out.

Her nervousness kicked in just as Colgate was approaching her but she tried not to let it show. Tried even harder when Colgate pressed her lips to her own. She squeaked but didn't pull away. She instead studied the feeling. Colgate's lips were smooth, soft and moist. She surprised herself by leaning into the gesture and allowing her eyes to close.

Colgate took this as a good sign, and pressed forward. She wanted to make this quick but wanted to go easy as to spare the mare any embarrassment. Gently but firmly she placed a forehoof and pushed on her. To her relief Fluttershy allowed her to push her into a sitting position while still maintaining their kiss. The fact she wasn't pulling away reassured her that this was okay.

Fluttershy allowed herself to be controlled by the unicorn for the time being, relishing in the experience. She'd nearly completely forgotten about the eyes that were on her. Was this normal? She'd also forgotten she was in a competition. Suddenly there was a gentle rubbing on her chest, that got lower and lower, to her warm belly and still, slowly lower. What was she doing? She was distracted for a moment by something new on her lips. Colgate's tongue prodded gently, almost like asking for permission.

Fluttershy wasn't ignorant: she knew what she wanted and almost happily obliged. She opened her maw, allowing Colgate's tongue inside which immediately found her own, and Fluttershy tasted it, ironically quite minty. For a few seconds she allowed Colgate to explore the caverns of her mouth unhindered, squeaking as it twirled around hers a few times, then pushed back gently with her own.

Colgate figured that if Fluttershy hadn't resigned by now, she wasn't going to. She slipped her forehoof the last couple inches down to the warm folds of Fluttershy's delicate flower, getting an immediate response in the form of a sharp intake of breath. Colgate allowed herself a smile. This was going to be easy.

Fluttershy's mind erupted in a explosion of color for just a brief moment and her wings sprung open. Her initial reflex was to pull away but her body kept her glued to the mare in front of her, allowing her to have her way. Being a virgin, she should have realized being in this contest was a bad idea. While she had touched herself there, she'd never had somepony else this close to her before. Fluttershy propped herself up on her haunches, wrapping her forelegs around Colgate's neck, deepening the kiss and allowing Colgate better access to her pussy. For a moment she thought this was what she wanted, until she remembered this was a competition.

Colgate drove forward with her sensual assault, pushing more against her while increasing the pressure on the yellow mare's now very slick crotch. She wrapped her free foreleg around her, lowering her to the ground gently. She wasn't going to be rough unless Fluttershy turned on her. Once Fluttershy's back was firmly to the bed she assumed her place over her, rubbing faster and broke the kiss, only to start nibbling on the pegasus's neck. She was even more pleased with herself when Fluttershy's wings visibly flexed and her back arched. Maybe it was time to end this, as much as she was enjoying her free ride, she had a contest to win. Colgate withdrew her hoof from her pussy and used it to support herself as she made her way further down the yellow furred body, nipping and nibbling down the mare's chest as she went ever so slowly along. She didn't want to startle Fluttershy.

“Oh come on!” Rainbow exclaimed in her seat. “She's just taking it! I mean... I didn't think she was going to win but she's just letting Colgate have her way with her!” Rainbow slapped a forehoof to her face and slumped in her seat.

“Now, Rainbow, you know more than I do that Fluttershy ain't really built for this. She's too darn subtle for this. I don't really think ya should have talked her into it.” Applejack turned to look at her blue friend.

“Yeah yeah...” Rainbow muttered. “Still...”

Fluttershy took in a breath of air now that she was able to think a little more clearly. She'd all but forgotten the crowd and was more focused on this wonderful new feeling. However she knew that the better this got the quicker she would lose. She certainly didn't want to disappoint everypony by just giving in like this. What else could she do though? She gasped as Colgate's lips found a nipple, and Colgate's tongue dance around it. She looked down and saw the cold white blue mane of her advisory, and her horn. Her horn... wasn't that... She remembered hearing something about a unicorn's horn. Was it against the rules to mess with it? No... only if they used magic. Nopony said anything about the other pony using it. Without much more consideration she reached down and took it in her hoof.

Colgate immediately froze in her tracks and her body stiffened. A weak gasp escaped her muzzle. She tried to look up but the pressure only increased as the grip on her horn held her in place. “F-Fluttershy!”

Fluttershy let go in an instant, worried she'd hurt her. “I-I'm so sorry! I didn't hurt you did I!?” Her cheeks lit up for a different reason.

“No...” Colgate looked up. She didn't want to lie to her. She'd feel wrong if she won by lying to her. “It felt amazing, just unexpected.” Colgate's face was half red with color at her arousal and embarrassment The arousal wasn't caused from that single moment alone however — she'd worked herself up toying with Fluttershy and was beginning to regret it. “I startled you, that's not fair. Go ahead and take it how you had it before, and we can continue.” Colgate's voice broke a bit. She wasn't sure if she'd be able to continue if Fluttershy messed with her horn for too long. Hers was much too sensitive and way too big a weakness to be exploited so early on in the contest. Fair was fair however.

“Y-you're sure?” Fluttershy squeaked, eying the blue horn that was glowing a bit.

“Yes.” Colgate lowered her head, closed her eyes and bit her lower lip in preparation for the contact. She wasn't disappointed. The soft hoof wrapped it's way back around her horn and she squeaked a bit. “R-ready?” She whimpered.

“Okay.” Fluttershy sounded much more determined now, and made good use of her new toy. It was okay if she wasn't hurting her. However she still felt the arousal but this only fueled her new found desire. Doing the only thing she thought to do at the moment, she began to rub it up and down, watching Colgate squirm over her, her forelegs struggling to support her.

Colgate could barely control her breathing, much less her thoughts. She had to figure a way out of this but nothing stayed for more than a moment. Little shocks spread through her body, radiating down from her head to her flanks. She tried to pull away a couple of times, but was too weak to accomplish much. Fluttershy was much stronger than she looked. While she was certain she could pull away if she wanted, the resulting friction would undoubtedly render her useless for all too long, and would give Fluttershy way too much time to take advantage of her. She wasn't given too much time to think as it seemed the yellow mare had a new idea.

Fluttershy figured that if Colgate touching her own pussy had felt so good, that doing the same to her would work just as well, especially with her apparent advantage. So with little hesitation she brought her hind leg in between Colgate's hind legs and rubbed her pussy ever so delicately, still afraid of hurting her. The reaction she got wasn't one of pain.

Colgate tensed up again, whimpered and moaned. “F-fuck.” She breathed. Things went from bad to worse. She wanted to return the favor and somehow regain ground but she couldn't use one of her forelegs for too long. If she did the other wouldn't be able to support her. She couldn't pull her horn free and was defenseless. She moaned again as the pressure on her crotch was increased, Fluttershy was getting more comfortable with her position and was pushing her hind leg harder against her now very swollen and very wet pussy. She had one idea.

In one last ditch effort to even the playing field she brought one of her forehooves down, pushing Fluttershy's hind leg that was assaulting her mare hood away long enough for her to bring one of her own forelegs between Fluttershy's, and brought her hips down quickly, almost slamming her pussy into Fluttershy's marehood.

Fluttershy gasped, her wings flexed to the point of pain and her back arched. It was all she could do to remember to hold on to her new found toy. She wasn't thinking about the awkward position she was in, or the ponies watching. All she was thinking about now was the pleasure radiating through her body, and this contest in which she had an unexplained desire to win all of a sudden.

Colgate moaned once more, and cursed realizing Fluttershy hadn't released her. At least now she had some means of fighting back. She suddenly wished she wouldn't have given Fluttershy any leeway in this bout and cursed herself again for underestimating her. All she had to do now however was out ride her. In an instant she began bucking her hips against Fluttershy's, sliding her marehood over the yellow mare's as best she could in her awkward position, her head still down with her horn still in the hooves of her opponent.

The juices from both mare's arousal served as more than enough lubricant for their grind which Fluttershy returned weakly at first, then with almost more force than Colgate. She used the horn for leverage, no longer concerned for hurting Colgate. It was obvious she was in no pain, or if she was, she liked it.

Colgate wanted to bring her forehooves up and take hold of Fluttershy's wings, suspecting that to be as big a weakness as a unicorn's horn was to their own body. However she couldn't quite reach with her head down the way it was. Even though she was on top she was still at a great disadvantage and felt the pressure building fast. She still attempted to ride her out, taking Fluttershy's hips in her hooves and driving into her as hard as she could, but it seemed to no avail.

Both mare's continued their instinctive sexual assault on one another, doing little to escape the clear signs of pleasure in the form of their moans and whimpers. However everypony could see early on who was clear to be the winner from this point. Colgate froze for brief periods of time, and her moans were noticeably louder and more drawn out. Eventually Colgate stopped all together and held on for dear life as the pressure and heat grew too such a great extent she could barely hold it. Fluttershy was relentless however, consumed in the heat of the moment and never let up.

Finally Colgate surrendered to her own instinct and desire. With one last cry her body exploded into a world of sweet release and bliss. She managed to hang on and ride out her orgasm as her juices covered Fluttershy's snatch, making the yellow mare arch again as she too lost control of her own body and she climaxed soon after, returning the favor.

As the last spasms of their orgasms rocked their bodies Fluttershy let go of Colgate's horn, letting her foreleg fall limp to her side as she struggled to catch her breath. Colgate straightened her hind legs and collapsed atop Fluttershy, too tired to catch herself. Fluttershy didn't seem to care.

After a minute Fluttershy became aware of her surroundings once more, and looked down at Colgate's head which rested on her chest. “Um... W-what happened?”

Up in the stands Rainbow and Applejack were out of their seats. “Did Fluttershy actually...”

“I think so, sugarcube,” and Applejack started laughing.

“Well...” Rainbow trailed off, speechless at the turn of events.

Colgate heard the soft voice and giggled, not even upset she'd lost. She looked up smiling at the Pegasus. “You won.”

“I-I did?” Fluttershy squeaked, half in surprise and half in shock. She felt too good to be embarrassed yet.

“Yup, you did.” Colgate picked her self up and backed away from Fluttershy, giving her some much needed space.

Fluttershy sat up and looked down at herself, covered in sweat and... cum. She felt sticky, her crotch was soaked and a musk lay heavy in the air. “O-Oh... my.” The realization of what it was finally caught up with her and her cheeks lit up. “Um... I think I need a bath.”

“We both do.” Colgate smiled and broke out laughing, leaving Fluttershy slightly confused but happy and proud of herself.

Spike returned to the announcer's spot, having conferred with Princess Cadence. “The winner is Fluttershy!”

He watched as Ponyville's dentist left the stage. “And to think I let that mare put her hooves in my mouth,” he mumbled.

Author's Notes:

This chapter was contributed by Nocturnal Derp, whose First to Whinny trilogy was one of the major inspirations for this collaboration, so go read it!

Next up: Apple Fritter -vs- Cloudchaser.