Author's Notes:

Hope I didn't keep you guys waiting for too long, but I managed to get this chapter done and now you can enjoy it with your own eyes and in the meantime I'll get to work on the Rainbow Dash chapter, so stay tuned and remember to keep reading and brony on.

Having finally escaped the boutique and giving Spike the chance to finish his fuck session with his girlfriend, you let out a sigh of relief and take a little walk, barely able to keep yourself from falling over. It was only until you reached the lake that all of your strength was all used up and you collapsed underneath the tree, closing your eyes and letting out loud snores. Though as you were about to drift off to sleep, something pulled on your leg, but you didn't open your eyes to see who was pulling you. You didn't know and didn't care because all that mattered to you right now was resting up until you could walk.

Moments later, you opened up your eyes and saw that you were inside a familiar house you've visited a couple of times a few weeks go. Even if you wanted to bolt outta there for obvious reasons, you still felt exhausted and fell back down, but you were unable to close your eyes. You didn't know how long you've been asleep, but whn you looked out the window on your left, your question was answered. The sky was turning orange from Celestia's setting sun over the horizon.

"Oh fuck. I think I overslept." you say to yourself. You sighed and got off the bed and made your way downstairs into the living room. You looked to your left and saw a familiar timid yellow pegasus sitting on her couch drinking her nice, warm refreshing tea. She wore a spring green sweater that barely managed to cover up her beautifully large H cup breasts and she had a long white skirt barely able to reach her ankles and she was using her wings to try to cover up her face.

She looks at you and then back at her cup of tea, blushing. "H-Hi." she says timidly. "S-S-Sorry for dragging you away from the tree when you were sleeping. I... I didn't want you to feel comfortable laying down on the cold ground so I brought you in and let you rest on my bed. I... I'm so sorry for disturbing you."

"Fluttershy, it's cool, you're just trying to help." you reassured her, smiling. 'Celestia, why is it that Fluttershy always gets away with being so cute?' you thought to yourself. You walked over to the couch and sat next to the adorable pegasus. She immediately covers her face and sips her tea. It was quite obvious that she was in heat, judging by how she kept on rubbing her legs together.

She isn't the type to get all frisky even is she was in heat. Even the thought of asking someone to help her sooth her urges was too embarrassing for her. You didn't ask her that question since it would sound too awkward so you had to be a bit more indirect.

"Fluttershy?" you asked.

"Y-Yes?" she replies, timidly, hiding her soft moanings.

"Is something wrong? You've been acting a bit more timid than usual. If something's bothering you, you can always tell me and I'll help you out. I'm here for you like I am for the others." You gently placed your hand on her wing just to lower it a bit to get a look at her adorable, blushing face.

"N-N-Nothing's wrong, really." she lied. "I'm just... I'm just..."

"You're just what?" you already knew what was wrong, but you still felt like you shouldn't ask her such a personal question involving her heat. But then you came up with a decent idea. You looked down at her skirt-covered legs as they rubbed each other together. "Fluttershy, does this have anything to do with you rubbing your legs together like that or something?" Her eyes shot up and her face grew more red and she let out a squeal, thinking you were close to finding out the truth.

"W-What makes you say that?" she tries being oblivious. But sadly, she failed miserably and let out a sigh of defeat and looked at you, folding her wings. "Oh alright, I confess. I don't know why it hit me so sudden, but apparently, I'm in heat. I didn't want to tell you because I didn't know if you'd help me or not and I don't want to make you do something you might not be comfortable with."

"Well, Fluttershy, if you're in heat and need it gone that much, I'll help you with your urges." you reassure her. Her sad face quickly went away and she smiled with a squee and pulled you in for a hug, pressing your chest against those beautiful boobs of hers. You hug her back and nuzzle her. She giggles and stands both of you up before guiding you back upstairs to her bedroom. Once there, she signals you to sit on the bed and you did so without any questions.

"Wait there, I need to try something on." she says. She goes behind her little changing room and you can hear her clothes rustling from where you sat. A few minutes later, Fluttershy steps out and walks in front of you, immediately making your jaw drop. She was wearing a sexy black outfit with these adorable cat ears and whiskers, looking at you with her adorable teal eyes. "Did I keep you waiting, nyaa?"

'Hnnnngh!!!! The cuteness is too powerful!!!' you though to yourself. "N-No, not at all. Fluttershy you look so cute in that kitty outfit! W-Where'd you get it?" you ask.

"I... umm... I got it as a birthday present from Rarity. She thought I'd look cute in it and she was right. S-So, do you think that I might possibly umm... pleasure you, nyaa." Fluttershy finishes it off, giving you her adorable eyes, leaving you utterly powerless against her.

"A-Absolutely!" You reach for the hem of your shirt and were about to pull it off, but Fluttershy stops you.

"Here, let me help you." She instead, takes off your shirt and proceeds to unbutton your pants and boxers, leaving you completely naked. Her eyes scan your hard, throbbing rod like she's never seen it before and she puts on her cat paw gloves and nudges it. "I-It's so... big. M-May I suck it, nyaa?"

'Sweet Celestia, I could kiss her!' you thought. "Of course. No need to ask permission." you say. She leans in closer and opens her mouth, taking in your cock and bobs her head up and down slowly and starts massaging your balls with both of her paw-covered hands. You moane softly and placed your hand on her shoulder, petting her like she's an actual cat. For some reason, you had the feeling she was actually part cat because at that moment, she let out a purr, sending shivers down your spine.

Fluttershy went deeper and swirled her tongue around your shaft. You shuddered as she was pleasuring you with effortless ease like she's done this before. She kept making it harder on you thanks to her undying cuteness as she stared at you with her adorable teal eyes while Fluttershy was sucking you off.

Her wings extended outwards and her tail swished left and right in excitement. As you began stroking her beautifully long pink hair and caressing her cheeks, the more she deep-throated you and let out her adorable moans and purrs, loving your gentle touch. The next thing she does is free her huge boobs from their clothed prison and mashes them both together on your shaft while she sucked on you.

'Oh, shit! Talk about an extreme tittyfuck!' you thought to yourself. Your moans got a little louder while you threw your head up in the air. Her actions felt so good, it causes you to blow your hot seed inside Fluttershy's mouth, inflating her cheeks as she struggles to swallow every last drop. Sadly, she pulled away, coughing some of your cum out, grasping her throat like it's slightly burning.

"S-S-Sorry about that. You came so much a-a-and... I couldn't take it all. Please don't be mad at me, nyaa." Fluttershy says, making you place your hand over your heart.

"Fluttershy, i-i-it's not your fault. I just wasn't aware of how you were so good at this." you reply, trying to keep your cool and not die from the cuteness overload. "But in all honesty, I think you've done a very good job at pleasuring me, Flutters." the way you said those words made her smile and wipe off the excess cum off her face and walk over to you, giving you a great big hug.

"You're so sweet. I'm sorry if I went overboard with the kitty noises."

"Hey, it's alright. I thought it was pretty cute. I can never say no to a girl... er, sorry... mare with a cute face. Anyways, how about I help pleasure you? It only seems fair, right?"

"R-Really? You'd do that for me?"

"You bet."

Fluttershy squeed and laid herself onto her bed and removes her entire cat costume, except for the cat ears and her cute cat whiskers. She uses her fingers to open up her swollen pussy as it was dripping wet from her extreme heat and the excitement from that tittyfuck. "Please be gentle, nyaa."

"Nnngh!!! Flutters, you and your cuteness never get old." you moved over and leaned down until you were eye to eye with her dripping marehood. You leaned forward and gave her pussy a few licks, causing the adorably timid pegasus to moan. You wasted no time after that and connected your mouth with her vaginal lips, slurping and circling your tongue around the outside of her vaginal lips and on the inside. Fluttershy moaned a bit louder and had her eyes shut from how good it felt.

To make her feel even better, you massaged her thighs and hummed as you were eating her out, making her moan as she felt the chills of pleasure. Fluttershy felt like she was in heaven and began massaging her own breasts and started to moan even louder. She added a few adorable cat noises just to get a reaction from you and she really loved to pick at your soft spot for cute girls.

You wanted to kill over from her cuteness, but you held on with sheer willpower and slurped up her overflowing juices from her swollen pussy. Twilight's potion really did a number on Fluttershy to make her heat become this intense, that's for sure. Thank Celestia, you'll never have to drink that potion after all is said and done, but Fluttershy was only the 5th only who had you on the "who to bang" list. You still had one more pony left who had to bang you, and that pony was a certain air-headed athlete pegasus.

But right now, you had to focus on the cosplaying pegasus who was in front of you. In order to increase the pleasure, you flicked your tongue on her clit. Fluttershy yelped adorably and gasped. Perhaps this was her weak spot and you continued to keep on flicking it. Fluttershy moaned and gripped her bedsheets with one hand and fondled her breast with the other. She would blush intensely, nearly almost making you give into the cuteness and almost felt yourself die of a heart attack. However, you still endured it until you were absolutely certain that Fluttershy was satisfied until the very end.

"M-Master! More! Lick me more! It feels so good!" she moaned out loud.

'Whoa, wait a minute! Why would she call me "Master?" If this is her heat talking, I guess I could roll along with it, but I do not wanna be called "Master" of anything other than video games.' you thought. You dove your tongue deeper inside of Fluttershy's wet flower and used your fingers to rub her clit as a combined effort to make her reach her climax faster. Your efforts seemed to work well from the obvious moaning, gasping and heavy panting she gave out from her treatment.

"NYAAAAAAAA!!!!!!!" she screamed out loud, shooting her love juices into your mouth. You took big gulps of her nectar and slurped up what little of her honey was left in her pussy before moving up and looking down at her with a warm and loving smile on your face. She smiles back and wraps her hands (which are still covered by her cat gloves) and wings around your body and asks you "Master, are you feeling a little upset that I came so much, nyaa?"

"First off, if you keep acting so cute, you're getting a big reward. Second, you were amazing. And third, I'm not sure if I'll get use to you calling me "master" like that. But if you want to call me that, then I'll let it slide but only until you feel tired and want to rest." you explain calmly, still keeping your smile.

"O-Okay, master... nyaa." she replies.

"Ooh, there you go again, being cute again. Here's your reward." you say before leaning down and kissing her, making her yelp in surprise. She soon melts into the kiss and closes her eyes, deepening it and thrusting her tongue inside your mouth. She holds the kiss until she needs air. You pull away with the both of you panting and staring at each other with lust in both of your eyes.

"I... I'm ready for you to take me, master... nyaa." she says, moving one of her cat-gloved hands towards her face, staring at you with her adorable starry eyes. As a reward, you kissed her on the cheek and slowly guided your shaft inside of her awaiting pussy. Once fully inside, you whispered.

"Now let's begin... my cute little pussycat." immediately, she giggled and leaned her head up and booped her nose with yours before you started humping away. She moaned and gasped as you gently pounded her insides and she wouldn't stop loving it. She felt so soft and so warm that it felt so addicting and you began to thrust faster, panting like a wild animal.

"H-Harder! Go deeper! Faster! My pussy is all yours, master!" she moaned, throwing her head back. She completely exposed her vulnerable neck to you as if she wanted you to take her big time. You went in and started sucking and kissing her neck. She gasped and shuddered, now that she was completely powerless against you, stiffening her wings from the heavenly feeling that spreaded throughout her body. "OH SWEET CELESTIA, THAT FEELS SO BUCKING GOOD, MASTER!" she screamed out loud.

You went deeper inside her and felt the tip of your manhood kiss her womb entrance. Fluttershy's soaking wet pussy juices did wonders of letting you slide inside her with ease. Her huge H-Cup breasts bounced so beautifully up and down each time you thrusted more and more. She felt her heat instincts take over and she grabs you by the shoulders and switches positions with you. Now Fluttershy was on top of you and you felt her slamming herself onto your crotch. You grunted from how rough she was getting.

Her wings gracefully flapped in sync with Fluttershy as she was bouncing on your cock. She stuck her tongue out whenever she was moaning loudly. Her breasts bounced more violently with every rise and fall and all you could do was hold onto her hips and admire her sexy cuteness in full display. Her inner vaginal walls squeezed tightly around your cock, refusing to let you exit out of her until you filled her up to the top with that warm, sticky seed you had stored away inside you.

Fluttershy had then combined her bouncing with grinding. She was determined to push you over the edge and it was not going to get any easier for you. Especially since she tried grinding in a circular motion every time she slammed down onto you, moaning and panting more like a rabit in heat.

'Oh shit! She's gonna make me cum! I can't hold it much longer!' you grunted in your mind. You groaned out loud after that, feeling your orgasm explode in the deepest parts of her pussy. So deep, it reached the inner part of her womb and couldn't be contained all the way. Your jizz leaked out of Fluttershy's pussy in small droplets and she moaned loudly, spreading her wings out wide.

"NYAAAAAAAAA!!!!!!!!" she shrieked with a goofy smile. The force of gravity took control of Fluttershy and she fell forward onto you, panting rapidly. "Y-Yay...." she whispers. You still had some strength left inside of you thanks to that relaxing nap you had so you gave Fluttershy a warm and loving hug. She wraps her wings around the both of you like a large blanket. "I love you." she whispers.

'I'm surprised she didn't do the cat noises.' you thought. "I love you, too, Fluttershy." you replied. The adorably shy pegasus got off of you, letting your limp dick slip out of her. She gets off the bed and walks over to her little changing room, grabbing her cat costume and taking off her cat ears, nose and whiskers and put the costume in her dirty laundry basket. You look out the window and see the sun slowly setting and you could almost see the stars coming into your view.

"Yoo-hoo." Fluttershy called out to you, getting your attention. Your eyes felt like they changed into hearts when you saw Fluttershy now dressed up as a cute bunny rabbit, but her lower body still showed off her naked slender legs and still swollen flower. She walks back over to you and crawls onto the bed, keeping her cute, fluffy booty hanging in the air. "I'm really sorry I took control when you were pounding my pussy earlier, but I couldn't help it with my heat out of control. So now, you can give it to me as hard as you want and this time, I'll let you stay in control."

"Flutters, you can be a real sweetheart sometimes. Especially a cute sweetheart." you said before moving behind her and grabbing her hips with one hand and grabbing your shaft with the other, guiding it towards her still wet cum filled pussy. "Are you ready?"

"Mmhmm." she says, nodding. You slammed your cock inside her pussy, making her gasp. You thought you had hurt her, but she looks at you again. "Don't worry. Just buck me as hard as you can! And don't you dare stop no matter what, okay?"

You nod and slam inside her awaiting pussy again. You pounded her harder and harder and she would keep on moaning and moaning, feeling the inside of her marehood being stretched. Fluttershy's wings stiffened again and her vaginal walls clamped around your member. Your hands squished and massaged her plump, round ass, driving your lust into overdrive.

You leaned down towards Fluttershy and grabbed her two large melons heaving from her chest and fondled them through her costume. "Mmm, oh yeah! Harder! Rougher! Faster!" she moans. You leaned down close enough to see her face was becoming as red as a tomato. She had on a goofy smile with her tongue hanging from her mouth, giving into your control over her and her intense heat.

The feeling of your cock slamming into the pussy of such an adorable angel felt so good. You kissed Fluttershy on the cheek, adding a little tongue to it. She shuddered and collapsed her entire upperbody, but kept her butt hanging in the air so you would keep rutting her.

"Who's my fluffy little angel." you whispered, panting heavily. Fluttershy didn't respond to your question though, she just kept on moaning and couldn't hear you. You pumped your shaft faster inside her and whisper in her ear again, "Go on and tell me who's my fluffy little angel?" Fluttershy finally heard you that time and looked at you with that adorable face of hers, still blushing.

"I... I am! I'm your fluffy little angel!" she moaned out loud before leaning in to kiss you on the lips. You groped her massive orbs and fondled them more hungerly through her upper bunny suit. Her inner walls tightened around your manhood out of sheer ecstacy. Her magnificent wings flapped over and over, causing her to rise up to her knees with your shaft still pumping inside her marehood.

She still held you in the sloppy wet kiss. Fluttershy wasn't making it easy on you and the proof lied in your orgasm, which was getting closer and closer by the second with each thrust. She swished her tail for a bit before wrapping it around your waist and then let pulled away from your lips, panting and moaning, feeling herself about to climax soon as well. You then let go her magnificent breasts and grabbed her hips, humping upwards inside her wildly, panting and grunting.

Her wings stopped flapping and stiffened outwards, moaning with you as you and her orgasmed intensely, painting her insides with your hot seed while she covered your manhood and her bed sheets with her love nectar, but in the heat of the moment, it was your orgasm that lasted the longest. You pumped and pumped and pumped your milk deep inside her, inflating her belly a bit.

"Oh, sweet Celestia! Fill me up, more!" she shrieked. It was as if your climax was going on forever as you held Fluttershy by the hips, pumping your seed inside her. After about 20 seconds of pumping your cum inside the timid pegasus, you pulled out and watched as her cum leaked out of you. She collapses onto her pillow, panting heavily with her butt still hanging in the air. "Yay." she whispered to herself.

You, on the other hand, lost your momentum and fell backwards off her bed with a loud thud. You grunted from the painful impact and rubbed your head before getting up. "Well... that certainly felt good. I doubt she might be able to do a few more rounds, at least I hope so." you say to yourself. You walk over to get your clothes and just as you were about to put on your shirt, you felt your arm getting grabbed. Your eyes shrunk as you looked in the direction where Fluttershy was laying.

Her eyes were half-lidded and for the first time, she smiled at you seductively. "You would never dare leave your fluffy little angel to be unsatisfied, right master?" she asks seductively. You shook your head left and right, proving to her that you can never say "no" to her. "Then get back in bed with me and pound my pussy to your heart's content, my beloved master."

'It was at this moment where I realized... I was so fucked!' you thought to yourself.

For a total of 9 rounds, you went at it with Fluttershy and now she was laying on her bed, completely covered in your semen and had her belly completely filled, making her look 7 months pregnant. But thanks to her animal DNA, your chances of getting Fluttershy or any of her friends pregnant will never happen. Though it would be nice to be a dad, it wasn't going to happen for some time.

With Fluttershy passed out on her bed, you had grabbed your clothes and put them on before sneaking your way down the stairs and got spotted by Fluttershy's pet bunny, who gave you a sly smile. He gives you a thumbs up and you just laughed and gave him a thumbs up before waving good-bye to him and walked out of the cottage and sprinted back to Ponyville.

"Run run run as fast you can! If you wanna remain a gingerbread man!" you said to yourself.