Fluttershy tossed and turned in her bed, feeling a deep gurgling within her lower abdomen which began to heat her body at unnatural levels. She moaned and cried, holding this area of her body tightly in her arms and curling up into a ball, letting out a light scream of discomfort. She fell out of her bed and began to shake as her body became pale, her mane and tail becoming scruffy and unkempt in her distress, and her body undergoing the transformation from pony to vampire bat pony.

The poor pegasus had tears streaming down her face as she tried to call for a friend to help her. But her voice would not build up after the scream and she could not discharge any organized voice during this transformation. She simply thought to do it afterwards, but she would surely not be able to help herself through what was going to hit her next.

The moon shone through the clouds, and the bats swarmed past her window and took farther up into the skies. Fluttershy knew it was their mating season, and with the mind of a bat still vacant within her very own psyche, she could now tell for sure that her body would too undergo the effects of heat during this steamy mating season. But she surely could not get with a bat. They were far too small for her. Plus, she had already had sex with a dragon, she did not need anymore other species flowing through her body. But she was afraid her instincts wouldn't care at this point.

These thoughts were already becoming feral instincts which began to twist her perception of the world and this night as simply a time where she would have sex. It began to scare her, but the fear subsided as the transformation neared completion. She no longer wanted to sleep, she needed sex; She no longer wanted to turn back to normal, she needed sex; She no longer wanted for this to stop and turn into a bright day with sunshine and rainbows, no! She needed sex. She stood up from the ground to open her window and lean over it a bit to watch the bats fly away into the distance.

Her hands clamped onto her now throbbing and pulsating vagina which squirted its wetness and soaked her panties, becoming so wet that beads of her pussy juice began to trickle down her leg, She felt that burning sensation in her lower abdomen and found it to be directly within her womb, which began to bulge and expand. She felt her ovaries shift position and begin to grow copies of themselves to latch on to and connect to the monstrous bulge popping out of her lower womb area.

"Am I... growing a penis?!" she cried, quickly covering her mouth, but then her lower area to try and push the bulge back, but it continued trucking forward, pushing back at her hands. She yelped as she began salivating while blushing heavily, her soft hands touching this new bulge of hers sent a wave of arousal and heat into her body, making her crouch over a bit to escape the assault on her lower body.

She bit her lip and noticed drool spilling onto the bulge which only continued to grow. That simple roll of her palm over the tip of her newly growing dick simply drove her crazy and forced the lust for sex to burn even hotter within her chest and nethers. She pulled down her pajama pants and kicked off her panties. Her lust caused the dick to grow even faster, which led her to double over, nearly falling out of the window. She looked down to the ground below, gasping and panting with her extremely salivated tongue dropping its thick saliva down to the ground below. The shaft began to bubble on her lower pelvic area and soon the head of what would be her massive dick (she could tell just by looking at it) popped out, wet and already releasing sprouting buds of precum.

It began to hook itself up to her body completely, and it twisted and turned as it erected from the folded shaft, stretching it forward to its full size and filling up with extra flesh and blood, soon becoming a fully grown and erect penis, a monster of a penis even a stallion would envy. Fluttershy helplessly poked the cold wall with her warm and steamy dick, feeling it bend slightly against the wall and this dragged another moan from her. She stepped back from the wall and held her member in one hand, again, her hand proving to be her weakness as she squeaked and squirming with pleasure, her dick growing larger with her rising arousal and throbbing violently within her grip.

Control yourself, Fluttershy! Fight the urge at all costs!

She clenched her new dick with all her strength, but could not help herself from the lust which was burning fiercer and hotter within her chest. She finally let go and almost jumped back, groaning in frustration as her steadily growing passion never seemed to wish to subside. She began to fully lose herself to this feral instinct and she hissed in anger and spread her wings swiftly. It was a single motion in which she jumped out of the window and swooped down in an upwards arc to the dark, but moonlit night skies above where her bat 'brethren' were flying as well.

She noticed that most of the bats were giving her some rather weird looks, but a fiery gaze and a hiss kept them looking forward, following their leaders to find a place in which they could mate. But Fluttershy could not go where they were going. She did not feel her instincts yearning for a bat, but for a pony. Her desire set aflame a passion so strong she could not help but stroke her thick, sweaty, seven-inch-and-growing dick while in the air. Some of the bats had landed upon her round, juicy thighs and buns and simply began rubbing themselves on her. Her scent screamed both mate and friend, and the bats ate it up like cake. They now all seemed to want to mount and mate with her, but she already had it established in her mind she was not interested.

Seeing as she was under sexual assault, she stopped and shook the bats off of her body, her massive breasts jiggling and bouncing with her motion even through her T-shirt, and her fat ass shaking along with as well. Her entire body moved and jiggled with the motion of shaking and/or bouncing, effectively shooing away the bats and allowing her to duck off and take a different course. One that she knew like the back of her hand: Ponyville.

She dove down over the quiet and sleeping village of her people ponies and scanned over the buildings, which because they all looked the same, especially at night, were no help to her because she could not tell who or what was inside at this time. She perched upon a roof, feeling even hornier, yet more so alone than she ever had before. Well, before as in during this transformation, but still hitting a rock bottom nonetheless.

Her dick became flaccid as the thought that she would never find a suitable mate at this time of night began to settle in and she prepared to sleep where she had perched. She hoped her sadness would drive the transformation away. But those were only mere hopes when her feral instinctive lust kicked in and smelled a scent which Fluttershy was familiar with not too far away. And in fact, she was right above it and it was ready for her.

The Carousel Boutique. And which pony rested inside? Rarity. And what was Rarity to Fluttershy at this moment? Of course a best friend and that mare she went to the spas with every Tuesday, but now she was a mate. The most suitable mate, it seemed, for Fluttershy to pair with. Another quick smell determined that Sweetie Belle as not within the Carousel Boutique this night. That was good. Now, it would only be a nice, steamy night between Flutterbat and Rarity.

Fluttershy swooped down next to the window which allowed her to peek into Rarity's bedroom. She spotted the mare sleeping soundly in her bed, out like a light and slightly snoring. Her sleeping mask covering her eyes as usual, and her blanket strewn crudely across her body and bed as she had been tossing, turning, and kicking the entire night, it seemed. Fluttershy could see the most of Rarity's body, and she was greatly aflame with arousal at what she had seen. Rarity's voluptuous body, most noticeably her voluptuous booty as she was currently sleeping a bit turned upon her stomach. Her left leg hanging off the bed while her right remained on, leaving her thick legs open to expose her perfect white panties and her cheeks which ate into them as her constant migrating across the bed left her with a wedgie.

Seeing this sent Fluttershy into a frenzy. She twitched at the thoughts of the dirty and hopefully consensual sex she would have with her best friend, and stood upon the edge of the window, her dick poking at the cold glass and plastering a heart of precum on it. The moon shone down upon her and she spread her wings to block its shine from entering Rarity's window. Her eyes glowed and her thick lips were now wet from her tongue licking them. She pressed her big, soft lips on the window and kissed it again and again, stroking her dick as the dirty and sexy thoughts raced through her mind like a raging train. She whispered Rarity's name, but knew the mare could not hear her. It wad far too late to turn back now. Far too late to change back to normal. Hearts grew in her eyes and her stomach was full of fluttershies screaming "yay yay yay yay" again and again and unceasing until she satisfied this hunger unmatched by any fasting pony's starvation and yearning for food. More than a child begging for its mother's breast to feast upon her milk.

Begging for its mother's breast to feast upon her milk...

Fluttershy caught sight of Rarity turning over onto her back, showing her relatively large sized breasts (not as big as Fluttershy's J-cups as they were merely a pair of G-cups, Rarity worked with what she was given to seduce her customers into buying more dresses from her) shifting from being smushed into the bed to bouncing and falling in place with her recent turn. Her black bra showing through her fishnetted shirt, which she had lifted with her wrist so she could scratch her upper abdomen.

Fluttershy panted onto the glass like a starving dog moments away from snagging onto a delicious-looking bone. She shuddered and licked the glass once, leaving behind a long slimy streak of spit trailing behind her tongue. She wanted Rarity so badly, but how was she going to get in without waking her up and possibly setting her off due to her temporary but shocking transformation? She then licked the glass again and made a heart upon it with her spit.

The pegasus pressed her cheek upon the window, and she tried to open it by pushing on it. She did this to no avail. The feeling of hopelessness began to settle in as she feared she would not be able to satisfy her lust due to her insecure nature about "breaking" and entering Rarity's home. Countless thoughts and plans worked their way into Fluttershy's head, but when they were then put into action to be worked out of her head, none of her schemes would have even worked. Well, all except one...

Fluttershy looked up to the chimney at the top of the building and found her breathing began to accelerate. She was becoming excited at these new thoughts that there was hope for her. She felt as if her dick was going to burst like an overheated hot dog any time soon if she did not relieve herself of this extremely painful sexual frustration. She began to feel a strong hope as she flew up to the chimney, but she had to be sure it was one she could fit into. How so would that ruin her hopes of exploring Rarity's fabulously delicious body if the chimney had been one to be so easily sealed off! Well, then she'd simply have to break a window to get what she wanted. But this seemed more like something she would do. She stood over the chimney and saw that it was in fact big enough to fit her in it, but she would have to find someway to propel herself downwards of course, so she hopped in place a bit, flew as high into the air as she could go, and then she dropped in a nosedive straight for the chimney's entrance, hoping she would go in and not miss her target.

Surely, a miss would kill her. With this tremendous amount of speed she was picking up, a miss would crash her into the roof of the Boutique and possibly completely shatter her skull or even worse, it would just be smashing to her smashingly destructive weapon of a body already. She'd be nothing but a pool of blood, but these thoughts which sent fear within Fluttershy's heart were once again replaced with a strong burning hope and lust as she bulleted straight through the entrance and down the chimney like some overzealous pony with a dick vore fetish.

She crashed through the covering at the base of the chimney and slid across the floor of the living area of the Boutique, bumping her head on the couch when she finally stopped sliding. She quickly stood up to begin stroking her throbbing dick, still hard from the erection and seemingly getting bigger as her seemingly growing lust began to feel even more insatiable. Of course, as insatiable as it was confusing she would need a dick for this in the first place.

Wanting to wait no more, Fluttershy quickly made her way as quietly as possible through the room and to the stairs. She made a single step up, and nearly jumped to the ceiling when she heard a creak. She turned, her massive dick knocking over a vase and shattering it on the floor. Almost screaming out, the batpony covered her mouth with both hands and blushed, trembling in the fear she may have woken Rarity up.

In reality, Rarity only turned over in bed to a different side.

Fluttershy saw no benefit in walking up the stairs, so she pushed her chances and began flapping her wings. Picking herself up just a little bit off of the ground, she floated up the stairway and even down the hall to look for Rarity's room. She found a closet, Rarity's workshop, Sweetie's room, which was empty as the young mare was sleeping over at the Apple Acres with Applebloom and Scootaloo for the night. It even said so in the note on her door.

But finally, the pegasus floated to an open door to a room that was clearly Rarity's, as she could see her right on the bed. She looked almost like a pail of massive, juicy, delicious red apples... in the bat's eyes, at least. What was really on the bed was an anthropomorphic marshmallow with a horn and purple weave. Either way, Flutterbat was going to sink her teeth into them. More accurately, she would firmly do that with her big, meaty dick.

She licked her lips as her blush grew deeper and almost glowed crimson. She smirked devilishly and let her tongue hang out as if she were panting like a dog. Fluttershy began stroking her dick as she floated closer to her target, her dick throbbing again and precum leaking out. She could smell Rarity's body now that she drew closer, smelling like fresh soap, like Dove or Dial. She began to tremble, now in the fashion like a bomb about to burst. She had her mind on sex, her eyes on her target, now all she needed to do was finally realize her goal and reach out and grab the prize because she already achieved it. And then of course fuck the living shit out of it.

She spared no time and took Rarity's right breast within her right hand and squeezed on it. She instantly was hit with a hammer of euphoria which dropped into her stomach a cloud of candy and sunshine. She gripped it harder and saw that this was translating itself into Rarity's dream.

"Fancy... give Fleur a chance to explore me first, why don't you, darling?" Rarity murmured, her mouth quivering and her lips pursing as she began salivating and squirming in place. Her head turned towards the window and her blindfold was illuminated by the moon light. Diamonds were on the fold where her eyes would be, and were underneath it.

The bat pony crawled on top of Rarity, her hand still upon her breast, and she began to lift Rarity's pajama shirt up until her breasts were completely exposed. Her breathing accelerated drastically, and as her dick rubbed up against Rarity's clothed pussy, it made each breath shudder through her like a hammer banging a bell.

"Fleur! So... aggressive, are we, hmm?" Rarity once again uttered in her sleep, smiling and letting her arms cross above her head so that she was fully given in to whatever she believed was happening to her. "Rub me harder, darling!... And Fancy... I do love how your dick is massaging my pussy.~"

Fluttershy could feel Rarity's vagina tense up to the touch of the head of her penis, which flared and squirted more precum due to its extreme sensitivity. Fluttershy moaned and began to shake, losing her balance and falling onto Rarity. The unicorn mare's body responded quickly, and Rarity immediately awoke and gasped, feeling the softness of Fluttershy's breasts upon her own, but then the hard, meaty cock prodding up to her pussy and stretching under it between her plush ass cheeks. Rarity blushed and slowly, with a trembling hand, began to remove her sleeping blindfold from her head. She had her eyes closed anyway when she tore it off, so she was hesitant to open them, and when she finally did, she--

Fluttershy acted quickly to make sure Rarity's scream would not be heard, and she covered her mouth with both of her hands and held her head down onto the bed below as the mare released the helpless yelps calling for help or Celestia or Luna, whoever rushed to the help of a pony in need. Spiderpony? Superpony? Because Batpony came and she was only here to help herself.

Rarity bit Fluttershy's hand, forcing her to retract them both with a cry of pain. Tears formed at Fluttershy's eyes, and she wiped them away, looking to Rarity with large, watering eyes.

"Fl... Fluttershy? Is that you?" Rarity questioned her, still pinned underneath her. She did not try to escape, as she was far too confused to do so. "Wh... why are you a batpony? Did Twilight turn you back? No... she'd do no such thing after the disaster which followed last time!--"

Fluttershy pulled her dick from under Rarity and began to poke at her pussy with it, causing Rarity to throw her head back and moan. The thick tip kissing her clit forced a shock of euphoric pleasure to surge through her to her heart. Rarity covered her mouth and tried to move away, but another poke beat her into submission once again.

"D-Darling!... Fluttershy... please!!"

Fluttershy rammed her dick into the clothing covered Rarity's pussy, her dick first bending against the barrier, but it's meaty mass soon had torn through and forced its way only partially into Rarity's soaking wet pussy, making it squirt with juices the moment the head of the dick made a breakthrough. Both of the mares released a cry, with Rarity's being more of a sudden, high pitched yelp, and Fluttershy's being the dragged out, deep moan. Fluttershy clenched her ass cheeks, jiggling them promptly, her cutie mark beginning to glow as if responding to her lust.

"Th-that's enough, darling! Please, no more...!" Rarity cried, biting the knuckle of her index finger in anxiety. Her legs know weakly wrapping around Fluttershy's waist. "I... I simply don't know if you can even possibly fit more of that monster into me!" Rarity smiled dimly, her eyes narrowed as she lightly began to pant.

Fluttershy felt something wear away and tear as her dick plunged deeper into the depths of Rarity's vaginal canal. Her dick stopped and throbbed, she thrusted once to push it in even farther. Rarity's back arched high up, helping with that and getting the dick half way into her. Rarity screamed and gripped the sheets under her, her body beginning to shake and squirm, unable to come away as the searing pain brought a deep pleasure as well. Her pussy slightly began to seep both blood and a clear lubricant juice, which soaked into her pants and made a deep red stain.

"Fluttershy! E...E...Enough! I think it's in my sto--"

The bat pony pushed the dick in even more, now that only a mere tenth of it was uncovered by Rarity's pussy. The dick's head poked through her cervix and crept into her womb. "J...Just... a little... more!" the bat pony grunted, managing to stuff the entirety of her dick into Rarity, who squirmed in futile attempts to escape, but was only able to cry out and cover her face and mouth.

"...it's... it's ripping me apart!..." Rarity screamed, beginning to choke on her own words as Fluttershy began pumping her herculean thrusts into Rarity's fragile, bleeding pussy. Rarity spread her lips and hole as much as she could, but it could not set rest to the burning pleasure which Fluttershy's member jack-hammered into her. Rarity could feel as an extremely tender spot within her tight, now watering cunt was being stricken by the hammer which was Flutterdick. She let out a deep moan, her mouth wide open and nearly gurgling with the accumulating saliva.

Rarity's tightness forced Fluttershy to thrust even harder, clenching her fat ass cheeks together to help do so and lifting Rarity's leg to hold onto it as she rammed her poor head into the headboard of the bed. Rarity gripped onto her pillow but found it was not helping at all, so her hand spent what seemed to be an eternity trying to find something to grab on to only to get nothing. "Ooo, darling!... I... I want you to fuck me harder darling!" Rarity yelped, biting her lip and crying out Fluttershy's name when she took heed and began to thrust much, much more powerfully and with very much quicker thrusts than ever before.

Fluttershy began moaning loudly, screeching out with her euphoria. Her own pussy, hidden by the massive cock and testicles, began to drip with wetness and cum as her dick began to pulsate with its veins beginning to pop.

"Ra... Ra... Rarity!" Fluttershy squealed, stirring her dick into Rarity's tightening cervix to get further into her womb. Digging her fingers into Rarity's leg, the pegasus began to give shorter, but quicker and somehow much more forceful burst thrusts, triggering a series of loud wailing moans from the unicorn under her. Both of them were drenched in their own sticky vaginal fluids and sweat, Rarity emanating her smell of abused pussy while Fluttershy emanated her stench of sweaty dick and balls. These sexy liquids and smells began to soak into Rarity's bed and sheets and flow through her room, for the liquids and smells respectively.

Rarity began to have her moans and wails be carried by the force of Fluttershy's thrust, which each and every stroke resulting in a spike of a moan and that next moan becoming louder and louder. Sooner or later, Fluttershy had become a wild nympho sex machine that was fucking poor Rarity at nearly a hundred thrusts per second. Obviously that was not true, but to Rarity's pulsating and throbbing pussy, it surely felt like it.

Her face was struck dumb as her head banged against that damned wall for the final time, and as Fluttershy squeezed onto Rarity's leg for dear life, she began to ejaculate literal exploding cum globs deep into Rarity's womb, filling her so much that her womb began to bulge. The growing whimper then morphed into a straight bitch of a sobbing moan sounded from Rarity's vocals like a broken tornado warning alarm. Fluttershy's twerking dick splorged another exploding cum glob into Rarity's moan, which had simply done it for the unicorn. That had knocked her out for the night.

"Rarity?..." Fluttershy whimpered, dropping the pony's leg and trying to smack her back awake. But that did not work. She bit her neck and thrusted her dick in her womb, sloshing and mixing up the pool of semen a bit. Not even that worked to bring Rarity back to consciousness. And it seemed nothing would at this point. But at least she finished the sex, and could return to normal and sleep in Rarity's comfy bed tonight. Or... so she thought.

But... unluckily for Fluttershy, she was still a bat pony! Was the sex with Rarity not enough? Did she have to have even more sex?! And if so, who would she even have sex with? Who could quell this sexual hunger like a good old meal?.... And with that, her answer simply hit her upside the head as this pony should have been her first choice to begin with. Fluttershy ejected from Rarity, her dick now flaccid and her libido down a bit for the time being, but her sights still set on that single pony who would surely give a fitting end to this sexual hunger. This lusty thirst. This sensual two course meal. This scrumptious sex pie of giddy excitement and rootin' tootin' fun down at the Apple Acres Farm. Because that was where she was going.

And Applejack was her next, and hopefully final, target.

-to be continued-

Author's Notes:

Thanks for reading!