I woke up again, groggy. Feeling empty, I shoved myself to my hooves and ruffled my wings. I could remember everything this time. "Why did you do that to me?" I asked, my throat dry and sore from all the yelling.

Lots of yelling. More yelling than I'd done in my whole life.

Then I noticed something red from the corner of my eye. I turned and spotted the juiciest looking tomatoes I'd ever seen. The dryness of my mouth became a gut-clenching need for wetness. Opening my mouth, I led with the little fangs my time as a bat pony had given me.

The soft flesh of the fruit yielded to my teeth, spilling a cascade of flavor into my mouth. Happy sounds bubbled up in my throat as I chewed and gulped down the tomato. I'd barely left so much as a stalk when I spotted another and dove toward it.

I remembered the time when I'd become a vampire-fruit-bat-pony, when I'd wanted nothing so much as another apple to eat—this was like that. I lost count of how many I devoured, but my full focus came back with a rush when my body decided it had recovered enough through the food.

Shaking my head, my usual view of the world reasserted itself. I was in a cave where a plant had—had done all sorts of naughty (fun) things. It had fed me, and now I needed to go to my friends and tell them…

I couldn't tell them what'd happened!

"You were out in the woods all night, Fluttershy, because you thought you heard something and followed." It wasn't even an entire lie. The light spilling into the cave from outside beckoned, and so I fluffed my wings and trotted out into the early morning sunshine.

One problem that wasn't going away was hanging from my belly. I was out in the forest—among the trees—for barely a moment before I felt my need grow steadily higher. But I was alone in a quiet forest, who would even notice if I took care of things?

It wouldn't do to roll on my back and mess up my mane (to say nothing of my belly fur), so I scouted around for a deadfall. Being a newly grown forest meant that it was hard to find one, but I eventually found where a small tree had fallen sideways and braced against another tree's trunk. Soon, I told my body as I trotted up to the fallen tree.

I could barely restrain myself from jumping up—so I didn't. My forehooves landed on the log and curled over it. Earth pony stallions had ever been at a disadvantage. Unicorns had their magic, and pegasi had their wings, but when all you had was hooves you needed a friend. Extending my wings I reached down and under my belly.

Just touching my—my penis with my wings made me grunt a harsh breath. Then I wrapped my longest feathers around my shaft, cooing sounds coming from my throat almost constantly. "S-S-So this is what it feels like to… Oh ponyfeathers!" My voice wasn't loud, but when my wings started stroking of their own will, I shed any attempt at stealth.

Rocking my hips in counter-time to my wings, I felt my faculties giving way to lust. I stroked and pumped, my tongue hanging out of the corner of my mouth, until I felt that last stampede toward climax start. It began with a tickling sensation at the base of my length, and all the muscles in my back-end wanted to clench tight to assist in bucking. It was simply a case of surrendering to that need.

Arching my spine, I curved my tail up in a high arc and looked up at the tree canopy. "Yyyyyay!" The pressure that had built inside me exploded out. My body shoved in huge, lunging shoves, and my wings stroked a few more times before hanging at my side—limp.

Slumped on the log, I felt like all the stallions I'd been with after they'd had their fun (except Pinkie Pie, of course, hers was a just a toy). I was pooped.

"Fluttershy?!" Rainbow Dash's voice had that quality of something getting closer—fast.

Marshaling my strength, I straightened up and kicked as much dirt over the mess I'd made under the log as I could. My legs felt like jelly, and I knew my wings were drooping a little, but it was the best I could do. "Rainbow?"

"Fluttershy!" A streak of rainbow-colored light rushed through the trees and slammed into me. Any other pony and I would have freaked out, tried to hide or run away—but not Rainbow Dash.

I wrapped my forelegs around her, even though my limbs felt like jello, and hugged her. Without a word I snuggled myself against my friend's body, inhaling her scent and admiring it like a feast laid out before me.

Realizing where those thoughts of Rainbow Dash would take me, I quickly shifted focus and thought about Twilight's last lecture on magic. Numbers filled my head—wonderful unsexy numbers. "What's the matter?" I asked.

"What do you mean, 'What's the matter?' You weren't there when everypony woke up—everypony except Rarity, I'll explain in a bit—and I panicked. Did those crazy plant ponies do anything to you?" Rainbow Dash pulled out of the hug and started inspecting me.

I'd had about enough of her investigation before she even started it. "Rainbow Dash!" I said with a sharp tone. "Just what do you think you're doing? I wanted to help everypony get to the bottom of things, and went for a walk in the woods to ask the animals what had happened."

"Oh." Slowly pulling her wings back, Rainbow Dash actually looked embarrassed. It stung that I didn't tell her the truth, but even just the thought of telling her what had actually happened triggered my anxiety in a new and terrible way.

"W-W-What's Twilight doing?" I asked.

"She's been talking to that pegasus and unicorn from yesterday. Apparently they're some new kind of pony or something." Rainbow just shrugged. "We should probably go back and find out what happened."

"O-Okay." I began trotting back, unerringly, toward the house the unicorn had built for us the previous day. Rainbow Dash flew at my side, and the whole trip I had to make sure not to focus on the fact that a pretty mare that felt nice was flying beside me.

When we reached the house, Twilight, Rarity (sporting a big smile), Pinkie Pie, and Applejack were waiting. Standing with them was Sugar Belle, Tight Squeeze, and Bright Day. As we got closer, I felt a burning need grow within me, and despite having just spent myself I could feel the blood pumping to ready my shaft again.

NO! I was a student of Iron Will (even if he turned out to not know what he was doing), and I'd mastered my will as a vampony, too. A penis was no competition. Ignoring my senses (particularly my sense of smell, which told me there was mares all around me), I took my place with my group of friends.

"She was out talking with animals," Rainbow Dash said. "Did you guys get things sorted?"

"Talking to animals?" Sugar Belle looked right at me, curiosity in her expression. "That's an impressive talent. Most of the animals we used to get around here was cactus coyote, but with our efforts to rebuild the wasteland they have left us be."

I'd heard of the coyotes that were related distantly to timber wolves. Both terrified me, not that I hadn't helped my fair share of timber wolves, but I'd always had to have a stern talking to them about ponies not being food—very stern. "I d-don't think I'd like to meet one of those. Or rather, I don't think I'd like one of those to meet me. If I could talk to them first, I might be able to calm them down enough to be civil."

Sugar Belle looked intrigued. "That'd be interesting, but we have our friends to keep us safe from any coyotes. We just got done explaining to Princess Twilight Sparkle that we had a little—incident. You see, this strange plant did something to us all. It doesn't seem to be doing anything more, however, and we're trying to keep everypony safe from it by having them stay well away from Our Town."

"A plant? So your wings and horns and…" I realized I was treading ground Twilight and the others had likely already walked. "S-Sorry."

"It's quite alright. We are in the process of setting up some big gates at the cave where the plant is. We don't want ponies to just wander in there. They'd have to stay in Our Town then—to protect everypony else, of course," Tight Squeeze said. "Was there anything else we could do for you, Princess?"

I trembled a little. Stay in Our Town? No. My friends wouldn't do that to me—would they? I looked at Rainbow Dash, then around the group of my best friends. Pinkie Pie wouldn't. Applejack might, if she thought I was a danger. Rarity would, for the same reason as Applejack. Rainbow Dash would never make me do something I didn't want to. And, Twilight… Twilight was the one that mattered. She's a princess, and has princess powers and responsibilities.

A deep breath, then another, and a third finally calmed me down—somewhat. This was the same as my fangs. If Applejack knew I still looked at her apples like they were the only thing I could eat, and that I still had the fangs to suck all the juice from an apple in a single slurp, she'd probably be upset. Having a penis wasn't any different.

Then there was all my animals! If I had to stay here, I'd have to move as many as I could, find ponies to help the rest and— No. I won't move. I can't! Determination settled upon my shoulders not like a load, but like a friend I needed to carry. I wouldn't let anypony down.

I suddenly realized Twilight was saying goodbye to the strange plant ponies, and hurriedly moved a little closer to my friends. The smell of mare was all around me, and it took steely focus to keep it from showing physically. I waved goodbye and turned along with my friends.

"You looked a little out of it, Fluttershy. What did the animals tell you?" Twilight Sparkle asked.

"I couldn't find any. Not one. The forest is silent save for insects—and they don't know much about anything except for the path to the next flower." I wrestled with my conscience as to how much to tell my friends. "I found their cave." Applejack should be proud of me.

Rainbow Dash, as usual, was first to jump in. "Really? You didn't say anything about that before."

"I didn't want to cause a panic. It was dark inside, I didn't want to stay there," I said, lying by omission was the only way to get past Applejack's usually-accurate lie detector. She didn't even glance at me twice.

"Probably a good idea leaving it alone, then," Rainbow Dash said. "Hey, Fluttershy. Want to fly above the trees with me?"

Old codes done slightly different. Hey, Fluttershy. Want to fly above the clouds with me? was Rainbow Dash for "Let's talk alone." I nodded to her, and spread my wings. Flying was normally a little overwhelming for me. I lifted my wings to fly straight up—after Rainbow Dash—but remembered that there was a little more underneath me than there used to be. Correcting quickly, I flew forward with quick pumps of my wings, then arced upward when I was ahead of everypony.

Dodging branches, I soon found the canopy and—like with breaking through a cloud—had to shove my way through.

I was half successful.

Trapped with branches around my middle, a single hoof grabbed one of my forehooves. I looked up into Rainbow Dash's face. "Thank you." She pulled, I squirmed, and together we got me above the trees. I looked at Rainbow Dash, lazily flapping my wings to keep aloft. "So what's the matter?"

"That's an awfully big penis for a mare."

I locked up, and if Rainbow Dash hadn't caught me, I'd be tumbling back through the trees toward the ground. I squealed in shock, but after a few moments remembered I had to flap my wings to fly.

"Let's go up to a cloud. It'll be safer." She waited for me to be flapping properly before she let go.

With trepidation in my heart, I pumped my wings to reach the cloud I could see Rainbow Dash heading for. I wasn't a bad flier, but I wasn't a Wonderbolt Reserve, either. Winging upward, I eventually made it to the cloud and quickly lay down to keep prying eyes from seeing anything.

"So?" Rainbow Dash looked at me, held my eyes for nearly thirty whole seconds before she broke. "Come on! I've known you since we were both fillies. Fillies with a capital fi! You didn't have that a week ago when you came to visit to check up on Tank, so spill."

"In the cave a strange plant—" I choked off with a squeak.

"You can tell me. Remember when I told you about my hooves? When I confessed I didn't think I'd be able to get into the Wonderbolts?" Rainbow Dash asked. "It's like that. You never told a single pony about those things. I won't tell anypony either."

"Promise?" I asked.

"Promise. None of the cupcake stuff, either. This is a promise between two mares who have always known each other—looked out for each other. So. How'd you get a dong?"

She'd know I was going to talk. I closed my eyes and slowed my breathing, shoving my anxiety aside so I could have a good attack later—at home. "I went to the cave to see what was inside. There's a plant in there. It—It's really friendly, extra friendly.

"It did something to me, put things in me. That was one of them," I said. Rolling to my side, I lifted my back leg. "It's not too horrible, is it?"

"Huh?" Rainbow Dash asked, clearly distracted. "What? No! It looks— Fluttershy, you know I'm not normally into mares, or stallions, but you—right now—are hot."

My eyes flew wide open. I'd never heard Rainbow Dash talk about anypony with that tone of voice but herself. "Really?" I asked.

"Absolutely. Keep your legs tucked up, like stallions fly, and nopony will notice it. Trust me," Rainbow Dash said, and leaned forward to kiss my cheek. "And I won't tell anypony, don't worry."

Author's Notes:

Fluttershy: is it really compromise if everyone benefits?

"Oh, um. What are you talking about?" Fluttershy did a terrible job of trying to hide more than just a penis.

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