Far away, off in the city of Canterlot, the exchange of duties, a seemingly endless repetition between the royal sisters, had commenced. Luna retired to sleep through the day while Celestia took to raise the sun and resume the daily functions of her bustling kingdom. As far as Ponyville goes, some had already started their day without the aid of morning's light. Oven Fresh had started her baking, cafes were brewing fresh coffee, Twilight had taken to her study to review more arcane books and tomes, continuing in her attempt to send the humans home, and even Cerb had found himself short on sleep from another uneasy night and was running himself out of his funk.

However, as the sun's rays cast over this quiet little town, one house was slow to wake for the daily duties demanded of them. Applejack and Lumberman were still sound asleep in the same embrace they had slipped off to sleep in. It was only the crow of a rooster that finally stirred them from their slumber.

Applejack was the first to come but fought to hold tight to the warmth of her companion.

"Mmm, Apple Bloom, have Big Mac take care of the chickens, would ya? I'm sleeping in this morning."

The combination of Applejacks mumbling and readjusting of Lumberman's arms back against her chest woke the sleeping man.

"Hmm? What's going on? Who's here?"

"Wuz at?" Applejack mumbled, trying not to come around. "Oh, never mind... Ain't nopony here, Woody. Ferget what I said and just go back to sleep. I ain't in no rush to get outta bed just yet."

Lumberman would have smiled had he not reached the point where he wasn't going to fall back to sleep and was ready to get moving.

"What time is it, and what time you normally sleep in till?"

Applejack scootched herself back closer up against Lumberman.

"Oh, I unno what time it is, but today I'm sleeping in."

"And why's that, Apple Hat?"

Once more, Applejack readjusted Lumberman's hand. This time she pulled it up to rest under her cheek.

"Cuz I ain't slept this good in Luna only knows how long. And if I ain't sleeping, I'd think I've come to deserve a few extra minutes to stay here all warm and tucked in nice and tight with you to keep me safe and feeling all kinds of better than before."

It was cute how Applejack was acting all affectionate to Lumberman. He was glad to see how much better she was feeling this morning compared to the night before.

"Oh? And how much better you feeling today?"

Applejack giggled slightly as she nuzzled into his hand.

"Uh-bout a hand full better, I suppose."

"A hand?" Lumberman wheezed in lieu of a laugh. "Oh. That's cute. Yer real cute there, Apple Hat. "

He started to pull his hand away.

"But as much as I'd love to play the role of a bad influence, I think I'm about ready to get up and start moving."

Applejack followed his hand and rolled over on her back, still lying on his other arm that had stayed under her the whole night.

"Awe, shucks. I suppose I can't quite keep ya here if yer fixin' to start yer day. Suppose I should start mine as well."

"Sorry," Lumberman apologized. "Guess my old work ethic hasn't taken a vacation from me yet."

"Mine sure did," Applejack jested playfully before she sighed. "Time to get to it, I guess."

Applejack rolled out of bed and took a few steps towards the door before moving into a stretch. She started with arching her back in, then cracking her neck before leaning back to stretch all her limbs, including her tail. Lumberman had stepped out of the covers and moved to follow behind just in time to catch a full glimpse of her uncovered backside.

As much as he had fought not to think about it, what he saw wasn't what he had tried not to imagine. What he saw was everything the feminine anatomy should present itself as, although, only slightly different. Much like he had seen her previously from this point of view, it looked mostly human in nature, with only a few slight differences closest to her tail and farthest down along the labia.

However, he found himself in a sudden conundrum. How was he supposed to view this? She wasn't human, nor a simple-minded animal. She wasn't flashing him intentionally, as far as he knew, but she also had no apparent intention of hiding herself. This was all uncharted territory for him. However, without any defined instructions on how to view it, he did the gentleman thing and looked away instead.

Applejack relaxed out of her stretch and turned back to Lumberman, who was suspiciously standing in an awkward spot to be staring out the window like he was.

"Uh... you mind giving me a hand with some of the chores before we head on out to Twilight's... or you looking for something?"

"Oh, ah no," Lumberman answered, trying not to look or sound as flustered as he was. "I can help with whatever. And uh-" He leaned slightly to take another look out the window/ "Just seeing what the weather was like outside."

"Well, you can get a lot better view if ya got yerself closer to what yer looking at. Ain't gotta stand so far away. But, you do you, I guess,"

Applejack trotted back to the door, picking up and dawning her hat along the way, but stopped before stepping all the way out.

"Hey, uh. You need to use the bathroom right away? Not to sound unladylike, but I wouldn't want to keep ya waiting if you's was facing an emergency under them trousers uh yers."

Lumberman looked down at his pants, suddenly not sure if she knew what morning wood was, or if she just meant if he had to go himself. Best to play it cool.

"Nah. Yer good. I can wait."

"Thanks, partner," Applejack said with a tip of her hat and then trotted off.

"Welp," Lumberman said to himself as he walked over to the window. "Now I know what that looks like."

Cerb was taking another lap around the open area when he spotted a yellow mass crossing over the horizon. Something just over the hill that hid the humans away from Ponyville. Make that a yellow and pink mass with another blur of white and dark violet. It seems that Fluttershy was going to stick with the training after all, and must have decided to bring Rarity along with her. He waved them down and turned into the garage to wait for them. After not too long of a wait, the two mares made their way to the man of their dreams.

"Morning, ladies," Cerb warmly greeted them. "I see you brought Rarity along. She wanting to get in on the action?"

"Good morning, Justin, and she just wants to watch today," Fluttershy answered.

"Good morning, Justin," Rarity returned the greeting. "And yes. While I have been known to get my hooves dirty from time to time, I don't know if this is just for me."

Cerb smiled in kind.

"Don't worry about it. It's not for everyone, but if you like what you see, you can join in."

Rarity nodded.

"Thank you, darling. I'll just be over here observing and working on some new fashion designs. Seeing what you humans wear has inspired some fantastic ideas for my summer lineup."

"Sounds good," Cerb responded before turning back to Fluttershy. "What about you, Flutters? You ready to get started?"

"I uh..." Fluttershy was both excited and anxious about what the day would hold or what she would hopefully be able to hold, making her stumble in her words. "I.. yes."

She sat down and tried to hide behind her bangs.

"I'm just so terribly nervous. I don't want to let you down, but I also don't want to hurt you."

"Ha!" Cerb found her concerns to be ridiculous. "I don't think we're there yet. We're starting simple today anyway. Let's start with a run; build your cardio up."

"Oh, okay. But, umm... Could I maybe fly, instead of run?" Fluttershy quietly asked.

That wasn't something Cerb had thought about, but he had to know what her intent was.

"Is it easier for you to fly than to run?"

Fluttershy pulled out of her hiding and gave Cerb an enthusiastic smile.

"Oh, yes. It's so much easier for a pegasus to fly than to run."

Cerb grinned.

"Then no."

All the joy and excitement instantly drained from Fluttershy. Her eyes opened wide in shock, and her ears folded back.

"Wa-Wa-What? Why not?"

Her complaints fell on deaf ears, as Cerb didn't sway in his demands.

"Like I said. We're building up your cardio. If you're not pushing yourself, then you're not improving yourself. Now come on. Just like yesterday, I'll only have you do one lap."

Rarity couldn't help but take a little pleasure out of seeing the two's chemistry building up.

"Come now, Fluttershy. You were so excited to come and do this. Stop trying to wiggle your way out."

Now Fluttershy was on the spot and couldn't quite bow out.

"You're right... If you want me to run, I'll run."

She trotted out of the garage and waited for Cerb to lead her away.

"But you might need to take it easy on me today. My legs are already a little tired."

Cerb started to lead her on with a brisk walk.

"Why? Did you already do some cardio this morning?"

"Umm..." Fluttershy thought back to yet another night and early morning of quality time with her thoughts and pillows. "I've been having a lot of laundry issues these days. It's becoming exhausting to try to keep up with."

"Alright, it's your first day anyway, and I'm not putting you through boot camp, so just do what you can do." Cerb sped up the walk into a jog. "Push yourself, but don't hurt yourself."

Rarity kept to herself and let her eyes follow the two down the treeline. After they were a reasonable distance away, she opened her saddlebag to pull out a folding chair. How it even managed to fit in there is anyone's guess, but once it was set up, she turned her attention to her notepad.

She flipped through the pages until she came to some drawings of a large human male figure sketched out in different poses. The poses all seemed to focus on showing off how various undergarments would fit.

"Cerb said that the lady's style panties wouldn't work well with 'twig and berries,' but I think the narrow style looks simply to die for. I still want to make some samples, but I'm afraid to try and guess his size down there. I wonder why he seemed so apprehensive to let me measure below the beltline."

She went back to doodling another narrow-stranded banana hammock on what could only be a drawing of Cerb.

"I could understand if he was unwashed and had a smell that was offensive or... maybe he has scars that are still sensitive under that clothing... Although that wouldn't explain why all the others seem to be just as determined to stay covered up."

She thought again about needing to measure him to avoid any repeats of clothing ripping apart from his bulging mass.

"Maybe if I make a pair and have him fashion it for me. I can see where I need to make changes... Then again, I'd hate to have another incident that... well, no. That actually worked out rather favorably... I wonder what that would even look like."

She took a moment to think about what mystery lay hidden behind the mesh of fabric he always hid that part of himself behind. Humans couldn't be much different from ponies, could they? She'd seen plenty of stallion's groins in the past from needing to take proper measurements and assisting with fittings. There was never much to see. Even from what little experience she had with griffons, yaks, dragons, or any of the other species that she'd come in contact with, they were all arguably universally the same in their presentation. Perhaps humans were different in some way? The more she thought about it, the more it seemed to gnaw at her. What was she not seeing? What might he not want her to see?

Those thoughts shifted to new ideas of how she could see it. Merely asking to take a look seemed like the easiest, yet she doubted it would be that easy to be given a look if he was already so hesitant to have her near it. Maybe another repeat of an undersized garment actually could work. It might be a bit deceitful, and even look poorly on her craft and skill, but if the straps were just thin enough, and the threads not stitched in just the right way...

She adjusted herself in her seat suddenly and felt something uncomfortable.

"Oh, for goodness sake," She complained in a huff.

She put down her things and slid out of her folding chair. To her dismay, she saw what she was afraid of.

"As if Sweetie Belle hasn't been enough of a pain in my rear, as it were, she's gone and used my things without asking again, and couldn't even bother to clean up after herself. Celestia only knows what she must have spilled over my seat."

She strained her neck and narrowed her eyes on the underside of her tail as she lifted it, seeing the mess that coated her backside.

"Blast it all... sat right in this... gah... goopy mess. I swear, if this leaves any stains, I just... " She groaned. "Ugh... I already don't know what to do with that child."

Not in the mindset to let this get in the way of any more fashion time, she reached into her bag and pulled out a small towel, cleaned herself off, and placed another over the damp spot on her chair. Unfortunately, that kind of killed the mood, derailing any thoughts she might have had for undergarments for Cerb.

"Oh, well. Suppose I should give the others more attention."

True to Fluttershy's word, her legs didn't hold up, and she had to finish her lap by flight. Cerb then proceeded to run her through a course of upper body and core exercises... all of which she failed at. To her credit, though, she did tough it out as best she could.

"Well," Cerb said, trying to mask how unimpressed he was. "The good news is that you can only go up from here."

"Really?" Fluttershy asked before losing concentration and collapsing under her own body weight in her third pushup. "Oph! Or is that not meant to be a compliment?"

Cerb tried his best to smile. "I'm just saying that you're not really at the point I need you to be in to start some of the more intense stuff."

"Oh, no. No more running or jumping jacks!" She pleaded.

"Heh. No, I mean the strikes and takedowns," Cerb corrected her. "If you have trouble doing this, the rest of the stuff will really wear you out."

"Pft. Not if I wear you out first, tough guy," Fluttershy egged him on, hoping to get some rough handling in before their training ended.

"Oh! Fluttershy's got jokes," He jested back. "After all that struggling you still wanna go?"

Reenergized with the hopes of pinning Cerb down, Fluttershy pushed herself up and went to a boxer's stance. Doing her best interpretation of the kind of fancy footwork, or hoof-work for her, that you would see in the ring, she started taking jabs and shadow boxing. "Yeah! You may have me beat in endurance and pushups-"

"In everything we've done, I got you beat," Cerb threw into her boasting.

"Oh, yeah? Well, we haven't done this yet," Fluttershy asserted, ignorant of what she was getting herself into with a seasoned marine.

"Okay, I'll call your bluff," Cerb countered, ignorant of what Fluttershy could actually do with the right motivation.

Rarity was half-listening but caught the last bit of the exchange. She lowered her notepad and put her new line of skirts on hold to add her two cents to the mix.

"Fluttershy darling, do be careful."

"Don't worry, I won't hurt her," Cerb called out.

That was all well and good to hear, but not at all what Rarity was referring to in this matchup.

"Of course, you wouldn't, sweetheart,” Rarity shouted back. “I was talking to Fluttershy,”

Fluttershy shifted her attention back to Rarity.

While Rarity didn’t have any fear that Cerb wasn’t capable of defending himself, Rarity couldn’t overlook the kind of damage Fluttershy could do.

“Don't fight angry. We wouldn't want any of Iron Will's bad influence being taken out on our precious Justin, now would we?"

"The fuck?" Cerb whispered to himself.

Fluttershy put on her sweetest smile and tried to reassure him.

"Don't worry, Justin. Technically, nopony was seriously injured when I attacked them, and that only happened because I was mad at the time. This is completely different,"

There were so many unknowns with Cerb when it came to this place, and he couldn't be sure if she was serious.

"You're messing with me," He slowly accused her. "But okay. So, the rules are simple. Until we get protective gear, no hitting anywhere on the neck or above, and no hits to the groin. Otherwise, we don't try to hurt each other, and stop whenever someone says stop, if they tap out, can't fight anymore, or put in a position where they can’t fight back."

Feeling optimistic, Fluttershy readjusted her wings and moved to a ready stance.

"That sounds easy."

Cerb poised himself in a lazy ready stance.

"About as easy as it's gonna be to put you and your showboating in place. Now show me what you got."

Fluttershy shouted as she lept towards her opponent.

"Ready or not! Here I come!"

She reached back, broadcasting her right jab, and swung into Cerb's midsection. Before she knew what Cerb was doing, he had already stepped into her, had redirected her swing around him with one hand, and had his other hand on her left shoulder.

"How did-"

Another swift motion brought Cerb's right leg behind her, which he swept back under her right hindleg, kicking it out from under her. Next, instead of falling forward, Cerb was pulling her further off balance with her right foreleg, and pushing her backward to the ground with his hand on her left shoulder.

She gasped and braced for the crash. Instead of the thud on the ground, she was expecting; her body jerked to stop just inches away. She opened her eyes to look up and see Cerb grinning and looking overall pleased with himself.

"Maybe if you got mad?" He jokingly asked.

"Best two out of three?" She replied with the sweetest smile she could pull in this position.

Cerb pulled her back upright.

"Well, gotta get your cardio up somehow."

The two squared off again. This time, Fluttershy wouldn't head in so fast and leave herself open. She stepped in slowly while Cerb held a half guard, not expecting much from this round. Carefully she watched his movements and waited for him to step again so she could strike at what she thought would be her opening. Her opening came, and she punched up for his chest. She made contact, but it wasn't with his pecs. Cerb had caught her hoof and held it.

"Not bad form. But we'll have to work on your strength and speed," Cerb told her before releasing her hoof. "Otherwise-"

Fluttershy thought he would have dropped his guard and swung again with her left hoof. Again, just like before, Cerb was able to redirect the punch around him. This time, however, he held her foreleg against him and grabbed the same shoulder to pull her down. He stepped back and turned carefully not to put too much pressure on the joints of her foreleg.

"Stop?" He asked.

"Yes, please," She quickly answered.

Cerb helped her up and wanted to make sure he hadn't been too rough with her.

"You okay?"

"Yes. I'm fine. That didn't hurt me," She answered robotically. “Best three out of five?”

Cerb laughed to himself.

“Sure, let’s see what you got.”

"Fluttershy, what on Earth are you doing out there?" Rarity shouted.

"Wha... Well, I-I'm, trying-" Fluttershy stammered out.

"Good grief, girl! You're not Rainbow Dash, so stop with the punching," Rarity shouted to her friend.

"Well, what am I supposed to do?" Fluttershy shouted back in protest.

Rarity couldn't believe she had to spell it out for her wingmare. "Really? You toss Harry around just to give him a back rub! Why would Justin be any different?"

"Oh! Yeah! That should work! Thanks, Rarity!" Fluttershy cheerfully exclaimed.

"Any time, darling!" Rarity called out with a friendly wave.

"Who's Harry?" Cerb asked, sounding a bit concerned now. "That's the first normal name I've heard since I got here."

"Oh," Fluttershy hushed as she cracked her neck for extra creepy effect "Harry is a friend of mine who carries a lot of tension in his upper back. He's really sensitive, and that often makes him tense... He's also a grizzly bear. Ready?"

"What?"

"Go!"

Cerb was still trying to understand why she would say her friend was a grizzly bear when he noticed just how much faster she was moving. He posted up with his forearms, thinking she was going to come in for another strike to his chest, but behind his guard, he could only see that she had dashed to his left. He turned to follow, but he must not have spun fast enough because he didn't see her there. He continued turning until he had done a full 360. Not knowing where she was, he lowered his guard slightly to get a better open view. His eyes scanned left and right, but if she wasn't anywhere surrounding him?

"Oh shit, she can fly."

Before he could call out that flying was cheating, Fluttershy had swooped in behind him from up high and took out both his legs from under him. Cerb fell flat on his back with his arms flailing out. Not knowing what to make of this turn of events, Cerb lay there. Fluttershy, however, took the time to land and stand triumphantly over him with her hoof of her right rear leg down on his chest. Thankfully, she turned in such a way that it protected her modesty.

"So..." Fluttershy buzzed what might have been a laugh. "Two to one?"

Cerb was at least a good sport about it.

"Yeah... I'll give it to ya since I didn't say you couldn't fly."

Fluttershy took her hoof off his chest and reverted back down to all fours in order to help him back to his feet.

"Well, I'm a pegasus. Why wouldn't I fly?

Cerb took her helping hoof.

"Yeah, yeah. I know. Piss poor think'n on my part." He groaned as he stood up. "Ya know, I feel like I'm getting tricked, here. It's a good thing we didn't make a bet on this."

"I didn't mean to deceive you," Fluttershy explained as she dusted herself off. "I'm just more used to moving Harry around like this. He can be finicky about rolling over on his back."

"With you around, I wonder why," He joked.

Fluttershy giggled sheepishly.

"Whatever do you mean? I'm just a sweet little pegasus who only wants to help you and your friends without having to hurt any creature."

"Right," Cerb grunted, taking a more aggressive stance. "Now try to impress me again."

Fluttershy's smile turned to one of great concern.

"Okay. Just tell me if I get to rough, okay?"

He returned the gesture, preparing himself for what he figured would have to be a similar tactic as the last time.

"Same for you,"

Again, Fluttershy took off to the left, trying to get around behind him. This time Cerb was able to keep pace with her movement and made sure not to lose track of her. Her tactic continued for two whole circles around him until she decided this wasn't going to work the same way as before. She would have to try something else that didn't rely on punching, kicking, or circling around him. Only one thing came to mind.

"Come on, Flutters," Cerb called out, trying to bait her in. "You may be fast, but not enough to get me dizzy if that's your plan."

With a strong flap of her wings, Fluttershy changed from her roundabout course to heading in headstrong to Cerb. Cerb widened his arms out, trying to lure Fluttershy in but was disappointed as his target jumped up over his head height and high to the right. He turned to follow her, but just as quickly, she had shifted down, to the left, up, then backward to put more space between them. She was darting here and there too fast and so randomly that it wasn't possible to guess her next movement.

Watching and waiting for an opening, Fluttershy bided her time, letting herself get closer and closer with every other turn, slowly closing the gap between them. Her tactic was working, but it wasn't one she could keep up for long. Flying may have been easier for her, but flying with this intensity was going to burn her out far too quickly. She darted in close to his face, turning in midair and letting her tail flick dangerously close to his chin. That's all it took to back him up with a wide stance, and Fluttershy dove into action.

Three quick jumps; up, right, down, and then she darted forward again, right between his legs. She dug her front hooves into the lightly dewed grass, stopping her just far enough to deliver a double mule kick right in the seat of Cerb's shorts.

Both hooves connected, and Cerb lost his center of balance and stable footing, plus the sting of what felt like two brass knuckles punching him in the ass cheeks didn't help. In that brief moment of time, Cerb reached back to cover his ass, and Fluttershy was able to turn back on all fours and charge in. She zeroed in on his left leg and came in low to tackle it. She checked her shoulder into the back of his thigh and lifted. Now, just like with Harry, Cerb was sent down to the ground belly first. Then to close the victory, Fluttershy lowered her hold and reversed her grip to pull his foot down to his back.

"Ahh! Stop! Tap out! Tap out!" Cerb quickly called for the match to end.

"Yay, Fluttershy!" Rarity cheered from her comfortable seat. "Good show, girl!"

"Woohoo!" Fluttershy celebrated her second win, tying them up, two to two. "Oh, I mean. Are you okay, Justin? I didn't hurt you, did I?"

Cerb groaned as he rolled over and immediately went to stretch his leg.

"Agh... No. Just my pride."

Fluttershy raised her wings to cover her mouth.

"Oh, my goodness. I'm so sorry, Justin. We can stop if you want to. No hard feelings. And we're tied up, so we can both be winners. Would you like to do that instead?"

"Pft," Cerb laughed off the suggestion. "What? Hell no. That's not how we do it in the Core, and that's not the kind of instructor I'm gonna be, even if you did just kick my ass. I'd rather lose than quit."

"That word sure is becoming more popular since you all came here," Fluttershy commented, surprised she was able to remember the new word.

"My bad," Cerb laughed out as he brought himself up and rubbed what was probably going to be two upside hoof-shaped bruises on his ass. "But anyway. We got one more to go."

"Oh, I dunno. Maybe we should just call it a day?" Fluttershy quietly asked, gently kicking at the blades of grass under her, doing her damnedest to look shy and bashful.

"Tell ya what. I'll make it interesting," Cerb offered. "You get me this last time; I owe you a favor or something like that. I don't know what you might want, but whatever it is, I'll do it."

That made Fluttershy's ears perk up and captured her full attention.

"Anything? Are you sure? That means that there really isn't-"

"Anything," Cerb reassured her. "And the same goes for you if I win. Deal?"

"Deal," Fluttershy agreed as she jumped into a pouncing position.

Again they squared off, but it was different for both of them. Cerb had his pride on the line while Fluttershy's mind ran rampant with all the requests she could have him fulfill. She started to fantasize about what he might be like as her pillow for the night. Why was he running at her?

"Eep!" Fluttershy jumped back and fluttered away from the charging behemoth in running shorts. "You didn't say you would run after me!"

"I never said I wouldn't!" Cerb shouted back. "You think I'd let this be easy for you!"

Fluttershy's attempts to flee we're failing here. She had spent too much energy in the last round to outpace him. Before she could change course and hope to catch her breath, Cerb caught hold of one of her back legs and pulled her in close.

Fluttershy flapped with all her might to free herself, but the hold on her was too tight and Cerb's strength too much to overpower.

She was going to lose, and inside, she was already tearing herself down.

"What was I even thinking? I'm no fighter, and I'm certainly not a winner. What was I even going to do with my one favor?"

Her thoughts were broken when Cerb got hold of her second back leg. She dipped her head below to see just how screwed she was. Two massive arms, his bulking bare chest and stomach, and then those short-cut shorts and a curve of something underneath that sent her mind and body into overdrive.

A new motivational thought became the sole driving force in her mind.

"I'm going to do whatever I want with him."

In a rapid turn of momentum, Fluttershy turned her wings and flapped backwards, driving her hooves into Cerb's hands. The release of slack drove her hooves into his chest, where she kicked off. Her leap freed her from his grip and sent him staggering back. Fluttershy let herself come back to the ground, pivoted hard in the grass, and kicked off back to Cerb with the aid of her wings driving her forward.

Cerb was caught off guard yet again and was left open to be taken down for the third time in a row. Not only that, he honestly had no idea what crazy shit Fluttershy might try to lure him into. Even still, it meant he was about to lose to a cartoon pony character; the cutest and quietest one of all of them.

"Fuck," Cerb thought to himself. "It's always the quiet ones."

He caught his balance again and steadied himself just long enough to see a streak of yellow and pink barreling in. He was struck in the stomach just as hard as he had been in any of his training while in the service. In other words, it hurt.

The insult to injury was enough to kindle a flame of anger like he was being played for a fool. He caught himself again and dug his feet into the ground, and took hold of Fluttershy under her right foreleg and a firm grip on her left foreleg.

Fluttershy noticed three things. One, her momentum of driving Cerb back had stopped. Two, Cerb had his hands on her. And three... he felt different.

His two hands peeled her off and tossed her over his hip. She tucked and rolled in the air, landing safely on her feet. Just as quickly, Cerb was dropping in on her with both hands stretched out. Fluttershy raised her front hooves to catch them. They were locked in position, with Cerb slowly flexing down on her.

"You've been holding back this whole time, haven't you?" Cerb accused her.

"No," Fluttershy struggled to answer, surprised even Cerb could match her strength when she was this motivated. "I mean-"

She thought about his accusation, which seemed rather rude, which only motivated her more to have him submit to her.

"I just don't know my own strength sometimes!"

Cerb had been slowly increasing the amount of effort he was putting out against Fluttershy, only trying to match her strength, but now he could feel her doing the same. She was pushing back just as much, and the two started a back and forth of driving the other's hands or hoofs back against the other.

After only a few more dips back and forth, Cerb decided he had enough and wasn't going to play this game of cat and mouse for who was stronger. He took a deep breath and flexed his core, and gave a long, drawn-out grunt as he put his real strength to work.

Something was wrong; Fluttershy never felt anything like the kind of strength Cerb had. There was something unnatural about how easily it could overpower her.

"Sorry, little pony," Cerb grunted. "It was fun, but playtime is over."

Rarity appeared just out of reach of the two, overly excited and now heavily invested after hearing the agreement between them, plus seeing how close the sparring match had been up until now.

"Fluttershy, what are you doing? I've seen you fight much stronger than this before, and that was over a cab. Can't you channel some of that new-old feisty Fluttershy?"

"Who's side are you on, Rarity?" Cerb managed to slip out through the strain. "Don't give her false hope."

That was more than enough encouragement to flex some Iron Will out of Fluttershy.

"Treat me like a pushover, and you'll get the once over."

"What?"

Turning Cerb's strength against him again, Fluttershy let her arms fall to the side and jumped up to head-butt him in the chest. She hit him square between the pecs, making him release his grip. He stumbled one step back and tried to gather himself as Fluttershy dive-tackled him, driving her shoulder into his stomach and taking him down on his back. As soon as she had him down, she shimmied up his legs, sitting herself promptly in his lap and working her back legs around his side and under the back of his thighs. Cerb brought his hands up to try and shift her off of him, but she wormed her hoofs around his hands and pinned his wrist down to his belly.

Her dream was coming true. Fluttershy had him right where she wanted him, and she could feel the rewards instantly. She glared down to Cerb with a hunger in her eyes that was only surpassed by her look of malicious intent.

"Tell Fluttershy she can't win and suffer the pin! Submit or suffer the- Wah!"

Cerb slipped his hands-free and arched his hips up. A stroke of pleasure ripped up through Fluttershy's body and stopped in her chest, hitting so hard she thought her heart was going to pound its way through. That split second of paralysis allowed Cerb to pivot over and put Fluttershy under him. Robbed of her enjoying the fruits of all of the practice she gained on her pillows these last few restless nights and mornings, she fought back with all the might she could muster.

The two wrestled in the grass, rolling over and shifting their grapples to each other's advantage. Eventually, Fluttershy found herself under Cerb again, he had her from behind, and she was aggressively trying to pull herself out from under this hold.

"Hey, Fluttershy," Cerb suddenly spoke directly in her ear.

"Grr! What?" She answered, still trying to wiggle free.

With a smile and a calm voice, Cerb continued.

"With a little work, you'll be great at this one day."

She continued to struggle.

"I'll show you how good I am once I get on top again."

Cerb started to move one of his hands from under her chest to a position high up on her shoulder.

"Being on top isn't always the best place to be."

"It will be for me," Fluttershy grunted, determined to pin him, one way or another.

"Wanna bet?" Cerb calmly asked.

"Fluttershy, look out!" Rarity shouted, seeing the setup for the next move.

The hand on Fluttershy's shoulder shot out under her neck and grabbed on the forearm that was looped under her front foreleg that was now anchored to the back of her head. The sensation under her chin had just enough pressure to let her know she was about to be choked out, had her flinch and try to push herself forward out of his hold. A rookie mistake that allowed Cerb to wrap his legs around hers and roll her over on top of him as he flipped onto his back.

"No!" Fluttershy cried out and started to wiggle like crazy. "I can still-ack!"

Cerb tilted her head forward and squeezed just enough to press her throat closed against his forearm and straightened his legs to stretch her out.

"Come on, Flutters. Call it."

Fluttershy tried to press his arms off from around her neck but lacked the leverage to do so.

"No! I'm never gonna give up!"

"Fluttershy," Rarity spoke up, standing over and looking over her wingmare. "I'm sorry, dear, but I'm afraid it's time to tap out."

"But," Fluttershy whined, lying atop Cerb, completely at his mercy and without a chance to win. "Stop... You win..."

"Damn, Flutters," Cerb praised her as he finally let her go. "I can't believe you almost hoodwinked me like that."

Fluttershy stood up and readjusted her wings with a sad look of defeat written all over her face.

"What do you mean?"

Rarity trotted over to her Fluttershy and placed both hooves on her wingmate's shoulders.

"You were amazing, darling. Truly you were. There were a few times you almost had him. Even without the Spinning Appleloosa Roll, you put up quite the fight."

"That, and you are wicked strong for a tiny little thing," Cerb added while playfully poking her side.

Fluttershy giggled at the pokes, being ticklish as she was.

"Sorry, I don't really know where it comes from. I usually try so hard to restrain it that I've become used to not even knowing it’s there."

Rarity trotted proudly over next to Cerb.

"Well then, darling. You're in luck. With our help, you'll have Justin and any other creature bending to your will under your hoof in no time at all."

Cerb turned to Rarity.

"Our help?"

"Well, of course, my sweet, sweet, man." Rarity gently pinched his cheek as she cooed and pandered to him. "Had I known this grappling Fluttershy told me about was just wrestling, I would have brought my costume to wrestle you in."

Cerb sat there, confused. Perhaps more confused than usual.

"Didn't you know, Justin?" Rarity pressed, not sure how much he knew compared to Chris or Becky.

She struck a pose worthy of a cover magazine. "The Glamorous Diamante Elegante!"

"Wut?"

Any glory or praise to take away from her claim faded as fast as the speed of 'never happening' for poor Rarity.

"Oh... I guess you didn't hear. Well, long story short, a friend of ours had to step in for a professional wrestler, the Mystery Mare, you see. She only trained for the one-on-one, and she won, of course. But after that was the tag team match, and well." She poofed herself up and became a little giddy, hoping now the praise would come. "Yours truly jumped in the ring, costume and all, and helped win the match."

Fluttershy thought back fondly of that event.

"That was such a nice night, getting to help Cherilee reconnect with her sister."

"Cheerilee, the friend of ours I told you about," Rarity continued to explain. "She has a twin sister who wrestles, and well, it was just a big hadoo for the lot of us."

Fluttershy remembered something worth warning Cerb over after hearing that.

"Oh, umm, you also might not want to wrestle with Pinkie." She leaned in to whisper into his ear. "She takes things a little too far."

"Yes," Rarity added, with a hint of a scowl. "She tends to get a bit too rough and doesn't know when to stop."

"Boom," Cerb butted in, pointing his finger to Fluttershy. "There, that's my favor. Make sure Pinkie doesn't ever get rough with me, and make damn sure she never tries to do anything to my lever."

Rarity turned a sour face as she facehoofed.

"For the love of Celestia, please tell me what is the deal with this whole golem lever drama that's been going on between you two."

Cerb brought himself to his feet and started brushing himself off.

"Look. All you need to know is that Benny has it stuck in her head that I'm a golem and there is a lever on my body that will turn me to rocks or stones. And I do not want her to go looking for it."

Fluttershy and Rarity exchanged the same perplexed reaction and response.

"Why?"

"Because," Cerb raised his hands in frustration, not wanting to go into the details of what she might find and how he would probably not respond with a calm and collected response. "She's not going to find it, and whatever she does find is probably going to have me end up losing my shit and flip out."

"Well, yes..." Rarity tried to agree with him. "Wouldn't want you losing any of that now, would we?"

"Nope," Cerb answered as fast as he could. "Now, I need to wash up for this breakfast thing at the castle. Either of you know what's up with that?"

Just as clueless, but also a little distracted, Fluttershy shrugged.

"Not really sure. Something about Spike being excited that Sniff and all your friends were staying the night, so he wanted to treat everyone to a nice breakfast."

Rarity giggled.

"Oh, Spike. He's just trying to show off. He's surprisingly skilled in the kitchen when he's not making a mess at least. And by the way, darling, here. You are just dripping wet."

Two handkerchiefs floated up to Cerb's face.

"Oh, thanks. God, yeah. I'm sweat'n bullets over here. Wrestling really wears ya out."

The trio walked back up to the garage where Rarity and Fluttershy had dropped their things.

Cerb had all but saturated the two handkerchiefs wiping off his face and chest.

"So, uh... wash these, trash'em or what?" He held them up for Rarity to inspect.

Rarity was all smiles to accept them back.

"Nothing to worry about, my dear. I've already had to clean up a mess my sister made this morning. So adding them to my current pile is no trouble at all. Just leave them on the chair, and I'll tuck them away later. You go on and start your bath."

"Thanks," Cerb dropped the cloths over the forearm/foreleg rest of the chair but then turned to Fluttershy. "You worked up a sweat yourself, plus whatever I smeared all over you. You can wash off here if you like."

Fluttershy could feel her body heat up at the thought of washing off with Cerb.

"Oh, my. Well-"

"We got two tents and plenty of towels," Cerb clarified.

There went that fantasy. Right into Fluttershy's mental dumpster.

"Well, thank you, but I have something to take care of back home. I probably shouldn't wait to take care of it."

"Alright, had to offer. So, uh... See you both there?" Cerb asked the two of them.

"I suppose we could meet you back here and escort you if you'd like," Rarity proposed.

In truth, Rarity did not want to leave. However, there was much to discuss and share with her dear Fluttershy. Specifically, a small gift she felt Fluttershy had earned.

"I shouldn't take long if you both wanted to... actually. Never mind, I guess." Cerb seemed to have a sudden change of plans as he looked over to the hillside.

Down the grassy hill, a familiar sedan was driving down to the house. Benny must have been sent to pick Cerb up. Or at least check up on him.

"Lucky you. Problem solved," Rarity tried to laugh off the turn of events.

Cerb relaxed his posture.

"Looks like it. And thanks for sparring with me. We'll have to work out a better schedule so you both can make it, and it won't mess with your work."

Benny pulled up to the garage. He placed it in parked and stepped out to greet the morning group.

"Morning... You all decide to meet up here, or did I miss a sleepover."

"A sleepover without you?" Cerb jested. "Come on. Who would braid my hair and convince me to play spin the bottle?"

Rarity uttered a terribly fake laugh, alerting the two that it was their time to go.

"Well, it sounds like a dilemma we need not concern ourselves with. You two have fun braiding bottles or whatever you do."

Rarity magiced all their items together into their bags and ushered herself and Fluttershy off back to Ponyville, leaving the two men behind.

"See you both, soon," She cheerfully sang back to them.

"So..." Benny slowly turned back to Cerb with a devious grin. "Looks like you've been busy."

"Yeah, actually," Cerb answered, a bit defensive with a cocky stare. "I got bored working out alone. They're gonna start training with me. Fluttershy started sparring today."

"Oh, how did that go?"

"Dude... how fucking strong are these ponies supposed to be?"

"What do you mean?"

"What do I mean?" Cerb had a hard time containing himself. "Fluttershy and I were going to do endurance and strength training, and at first, she was bringing nothing to the table, you know. Couldn't run, and flopped at all the calisthenics. Did, like, maybe three pushups; most of them were Airforce pushups. But then she challenges me to spar with her."

"Jesus Christ. Tell me you-"

"I took it super easy on her; no striking. No throws. And she was coming in slow and giving away every move she was bringing in."

"Okay."

"First two rounds. She went down easy."

"Phrasing."

"Shut up. And no. But then Rarity tells her 'Pretend he's your grizzly bear,' because I guess she fucking has one."

"Oh yeah. Harry, right?"

"Yes, and shut up. So, all of a sudden, she's moving like five times faster. Flys up out of sight and swoops down, sweeps my legs. Done. Next round, literally kicks my ass. Fucking double mule kick, wraps up my leg and damn near makes me scorpion myself."

"Scorpion, as in face down and having your foot tap the back of your head."

"Yeah. But then, get this. She says she wants to stop because she's afraid she'll hurt me."

Benny burst out laughing.

"Oh fuck. She made you her bitch and felt bad about it!"

"Okay, first of all, I was taking it easy on her. And, she totally hoodwinked me. Came in soft-"

"Phrasing."

"Fuck off. But then she was even faster, and she's almost as strong as me."

"Get the fuck out of here."

"No! Dude, I had to really bring it. It was incredible."

"Okay, so who won?"

"Pft. Me, duh. I finally took her seriously, and she got a few good hits and some holds on me, but I finished up with a rear naked choke hold and strung her out."

"So you tried to kill her?"

"No, I barely even put enough pressure on her to close her windpipe. Just enough to know where I had her, and then she tapped out."

"Okay... so who came first. You or Fluttershy?"

"What?" Cerb looked down to his shorts, which were drenched in sweat, and a nice shimmer ran down the bulge of his cock through the fabric. "That's sweat, dumb ass."

"Yeah, cock sweat."

"No! You just... Fuck... I'll walk."

"Yeah, you better walk. Walk of shame. Walk of shame all the way to the bathtub ya grungy fuck!"

"Love you, too, BenBen."

Rarity was so excited for her wingmare.

"Oh, my gosh, Fluttershy. You were simply amazing! I can't believe the way you tossed Justin around. I'm also glad you didn't hurt him, but that kick to his butt! That about had me in tears."

Fluttershy seemed to be more withdrawn then one would have expected.

"Yeah, that was pretty amazing," she softly answered, like she was hiding something.

"Are you sure you're alright?"

"Ee, yes. I'm fine," A sudden twitching of her right ear flared up, and a shuttering of her wings sparked concern. "I just really need to get back home. Something's been building up, and if I don't take care of it soon-"

"Goodness, gracious, Fluttershy," Rarity cut Fluttershy off. "What is it with you and your laundry these past few days? Are you washing every piece of fabric in your home or something?"

Fluttershy wasn't about to explain her private bedroom antics. Not only was she still confused about her urges and what to do about them, other than relieve them when the desires became too strong, but it was also utterly embarrassing.

"You have to do something to get a hold of your cleaning needs. I know you hide it well, but I can tell that you've been losing sleep over it." Rarity turned her nose up high and trotted along in her over-dignified ways. "But, you're a grown mare. I'm sure you'll figure it out."

She turned back with a sympathetic stare.

"But if you could use some help, just ask me, dear. We're in this together, aren't we?"

Fluttershy would die if Rarity discovered the damage she had inflicted on her pillows.

"Yes, I know. It's not a big deal. But! I'll be sure to ask for help if I really need it."

Rarity seemed comforted by just having this conversation, but the return of the twitching ears, swashing of the tail, and sporadic shudders of her friends' wings brought back other concerns.

"Egh... I can't help but notice your constant twitching, dear. Are you alright? I hope you haven't developed that Twitchy Sense Pinkie Pie goes on about."

"Oh? This?" Fluttershy brushed over her ears with a hoof. "It's just nerves, I guess."

She blushed.

"I can't help but feel this way when I get so close to Justin. Sometimes even just thinking about him makes me... "

Her whole body started to shiver.

"Oooou. Hmm," She moaned, finishing with a drunken smile.

That seemed to make sense, though it also had an odd overtone that Rarity couldn't make out.

"Yes, I'm sure. But! Before you fly off, as I'm sure you are just itching to-"

Her horn started to glow as she pulled two articles of cloth from her saddlebag.

"I got you a surprise!" She practically sang out her words.

Fluttershy recognized the soiid pieces of cloth.

"But those are just-"

"Yes! I know, darling," Rarity happily answered as she split the two among them, floating one over to Fluttershy and the other just in front of herself. "I feel a little deviant even having considered doing this, but that wonderful scent of his. It's just-"

Rarity brought her handkerchief up to her nose and took a breath of it in.

"-intoxicating."

Fluttershy was in awe for the moment. She was hesitant to wash off Cerb's sent, just wanting to have it on and around her all the time, but this would fix that dilemma.

"Here, let me just tuck that away for you, dearie," Rarity offered, pulling back the cloth and sliding it into Fluttershy's saddlebag. "All this excitement today has got me just buzzing inside. I'm going to head back home as well to freshen up, and properly clean off whatever Sweetie Belle spilled in my seat. We can-"

"Okayseeyouatbreakfastbye!" Fluttershy spat out as quickly as she managed to take off to the sky like Rainbow Dash would.

Rarity stopped to watch her friend fly off.

"Or we can go separately," She said to herself before grinning and shaking her head. "Oh, that girl's got it bad."

At least happy to have her dirty little memento from Cerb, she trotted along at a brisk pace and snuck in another sniff of that spicy scent it carried.

"Mmm, I don't know why you were gifted with such a devilishly alluring aroma, my dear sweet Justin, but-"

She took another deep in hail through her nostrils, which created a slight twitch in her left ear.

"-this just... oh bother." She reached up to caress her ear. "No. It couldn't be... No. I'm just imagining things."

Rarity brushed off any concerns of catching whatever Fluttershy had and continued on her way home. Though with so much time to kill, another sniff wouldn't hurt.

"Mmm, yes."

She felt her ear twitch again and reached up to hold it down.

"What!? No! I can't be hap- " Her right ear started to twitch, and her body suddenly felt flush. "Ooh... Me and that girl are going to have a talk today."

A culture of fear was growing steadily in the hearts of the many creatures in Fluttershy's home. It wasn't Fluttershy herself that made them so cautious; it was only her arrivals and the noises she made behind her bedroom door. Usually, her hasty entry into the house came together with the unsettling sounds in her room, and after that, she was sane again. Or at least not so short-tempered.

Finally, the warnings came in. A flurry of birds chirping spread to smaller rodents that alerted the others that Fluttershy was flying in at dangerous speeds. That meant they all had to make way and be on their best behavior as soon as she arrived.

"Hello and good morning, my little critters," Fluttershy announced as she burst through the door, taking a rapid pace through the house. "I know I've been busy as of late and keep coming home in a rush, so I made sure to prepare all your meals last night. Harry, the meals are in the basket on the counter. You hand them out, and Angel, you make sure everyone shares, okay I'll be down shortly before I head out again for breakfast."

She barely managed to greet them and issue out her commands before reaching her bedroom door and slamming it behind her, meaning they were safe to carry on until she emerged again.

In her room, Fluttershy could hardly contain her excitement or control her limbs. Her saddlebags were the first things that would have to be removed, but she was so flustered she couldn't work the straps. Without the patience to remove them properly, she slid the bags off with a quick shove from her wings, kicked the bag from off her back hoof, and launched he over her head, where she caught it, only to immediately spill its contents out on the floor. The still-damp cloth was the only thing she cared for and snatched it up before leaping onto her bed and hugging her largest pillow.

She brought the cloth to her lips and inhaled.

"Oooh, my goodness. I almost had you, Justin. Right where I wanted you-" She wrapped her legs around a pillow and started to grind into it. "You were amazing. And so strong. The way you held me. How you pinned me down and could roll me over. You could have done anything to me, and I would have let you because you would never hurt me on purpose."

Her mind traveled back to the fifth round with Cerb as she mounted her pillow in the same position. She had taken him to the ground and climbed to his lap, and straddled him where she asserted her dominance as he lay pinned with his arms down in her daydream all over again. The fantasy was even more vivid now, because if even for just a moment, she had lived it.

"Come on, Justin. Try to throw me off again," She mocked a cruel voice to the pillow that would be Cerb. "Don't give up just yet. I want to feel you buck your hips against mine."

She snapped her hooves down to the side of the pillow with the invisible hands she imagined she would be holding.

"I won't make the same mistake twice, you know."

Her fantasy had Cerb thrusting up against her, and she spread her legs, letting her body push down harder against the firm seam of the folded fabric; the smooth cotton, slick with her body's arousal, making it slide so much easier to grind into.

"Oh, Celestia, I'm so hot. This is so much stronger than before."

She grunted as the folds of the fabric slid down the length of her slit and parted around the mound of flesh that only seemed to show itself when these desires became too strong, or the pleasures she stimulated increased past a certain point. This particular spot also was especially more sensitive than the rest of her newly discovered private parts.

These sensations demanded more of her attention. She would have to imagine she was still holding Cerb's right hand down as she moved her left hoof under the pillow pressed up between her legs. Now began the intricate dance that was finding the right balance of stimulation techniques she had been perfecting.

The first step, paint the picture in her mind and find a stand-in for cerb to work herself up with. Next, increase the pressure, which was where she was now.

She forced her hoof under the fabric to press firmly up against her outer lips. Letting the soft folds of skin slide against each other inside as the cloth tickled and teased the outer labia, occasionally slipping inside for added effect.

Then, something more coarse was needed. The broad surface of her hoof turned to the hardened edges. The edge delivered a much stronger rise in stimulation through the pillow. With the fabric properly saturated from her own lubrication flowing freely, it created a most pleasing sensation as it parted her lips and worked the inner folds.

Lastly, was finding how the body wanted to peak.

This morning, her body didn't lead her to the flurry of strokes up and down over her outer lips. She could feel the best means to finish this off was massaging that special spot that normally laid tucked away. Rocking her hips side to side, she opened herself up wider, exposing more of the tender pink silk that pleased her so greatly. Then she started to swirl her hips, letting herself fall forward and bringing her other hoof under her.

Her muzzle dipped to her chest, and there, just as strong as when she was with him, was Cerb's scent again, driven into her from their wrestling together. This was the closest to having him there she had yet, and it made the experience all the stronger, dulling the guilt and shame of her questionable desires. For now, she was swept up in her private thoughts of being on top of Cerb and using him to bring these sensations to life. She focused on the memory of that peak moment she rode him before losing the advantage. That moment was so special.

Over and over, she replayed that moment of him bucking his hips up. Feeling him slide up and over the, even then, damp space at the junction between her thighs.

"Hold me," She whispered to her daydream fantasy. "Hold me while I-"

A gasp escaped. She was nearing that peak.

"Oh. Oh. So... close. Justin."

She recoiled in, driving her hooves hard into the pillow as she circled her flowing mound.

"I want you!"

It hit, more prominent and intense than the others before. Her legs bucked outward and shook, locked outstretched while her body thrust itself down. And from some primal instinct, she worked her lowered hoof to try and press deeper past the most shallow layers of her lower lips, working both of the aching focal points of her depraved anatomy.

It was good. So good. And the pleasure it released resonated farther than before, practically electrifying itself down to the tips of her hooves and up to her breast. It was almost too much to handle, and she found herself having to pull back from her efforts.

The slow descent eventually started. A much longer drawn, out process of lightly stimulating that pink bud that protruded at the tip of her slit, and pressing the cloth over her hoof deeper and harder into the cavity that lead to further pleasures unknown.

Finally, the curious practice she found herself growing more and more fond of had run its course. She rolled over onto her back, feeling the mess she had left over her linens and her body starting to cool in the open air. Her breaths were deep and labored, but not frantic like panting. It was an odd mix of exhaustion and exhilaration, although richly fulfilling, but still left her feeling like there was something more to be had with this endeavor.

"I need-" Fluttershy struggled to find her voice. "-to get better at wrestling. And unfortunately..."

She took a sniff, the musk of her arousal mixed with Cerb's scent was intoxicating to the point she didn't want to move.

"...a shower."

Rarity opened the door to her shop and trotted in.

"Sweetie Belle, I'm back. And I need to have a word with you about borrowing my things and not returning them the way you found them."

Sweetie Belle's voice could be heard from the back, sounding like she was suddenly frightened, but also trying not to be loud.

"Go. Go. Put it back."

A telltale sign of mischief if Rarity ever heard one.

"Sweetie Belle! Just what are you up to back there?"

Rarity hurried into her workshop to catch whatever trouble her sister was getting herself into, and whoever else she might have invited along, for that matter. Of course, though, who else could it, other than the CMCs together putting on a fashion show with the human clothes?

Scootaloo was the only one not speechless.

"Uh, oh."

If you could consider those words.

Rarity was at a loss for what to take away from this sight.

"Okay... should I start asking questions or go straight to being angry?"

Sweetie Belle removed a top, likely belonging to Kelly.

"Rarity, just hear us out before you-"

"So, directly to anger, it is," Rarity barked.

"No, wait!" Apple Bloom pleaded as she ran towards Rarity in a pair of pants too large for anyone but Cerb to wear, which caused her to trip and fall flat on her chest with her rear sticking straight up in the air, revealing a pair of boxers. "We're trying to help you!"

"Or Fluttershy," Scootaloo added.

"Or both of you," Sweetie Belle clarified. "We haven't fully decided yet."

"Oh, no," Rarity feared the worst. "Sweetie, please tell me you didn't tell them what I think you told them."

There was no hiding the guilt on Sweetie Belle's face.

"Uh, okay. I didn't tell Scootaloo, and Apple Bloom that you and Fluttershy both have a crush on big brother Cerberus and you had an amazing time on your date with him and want to help Fluttershy get a date with him, too... Because you know... you told me not to do that."

There was no stopping this, and Rarity knew it.

"Now listen here, you three."

But she was still going to try.

"While I can appreciate your interest in helping... Did you say big brother Cerberus?"

"Yeah!" Sweetie Belle was excited to admit. "Because if you two get married, he'll be my big brother, sorta. Unless he marries Fluttershy, then we decided we'd call him uncle Cerberus."

Rarity facehoofed.

"For crying out loud." She returned to a proper poster and made a firm decree. "Now you three listen and listen good. There are only two things you need to know about your desire to help Fluttershy and myself with our romantic pursuits. One, we don't want it. And two-"

She lowered her face down to their level and glared with the foreboding wrath she would unleash if trifled with.

"We don't need it. Or do I need to spell it out for you? Because if I do, I'm sure, Miss. Cheerilee would be more than pleased to give you a refresher course in not meddling in others' love affairs. And so help me, Celestia, if you find it in your purview to create a problem for Mr. Cerberus to fix so it can bring us together, I’ll have Twilight herself teach an entire semester over the topic. And she loves homework, darlings."

Sweetie Belle gulped,

"Uh. No, that won't be necessary, sis. Read ya loud and clear."

"Good," Rarity answered, returning to her typical posh and chipper demeanor. "I'm glad we have an understanding. But now I'm curious." She looked down upon the three, still in various states of undress of the humans' clothes. "How was putting on the new clothes I made for our new friends going to help me and Fluttershy?"

"Oh," Sweetie Belle raised a hoof covered in a sock and examined it. "We noticed that the girls that came here all wear clothes all the time. Even more than the ponies in Manehatten. And if Cerb thinks he only likes other girls that are like Becky and Kelly, then we thought if we could make you and Fluttershy look more like them, you'd have a better chance to win him over."

"I messed up, though," Apple Bloom spoke up from behind the others. "I didn't know these were gonna be for Cerb until Scootaloo snapped the button in the front of these things behind my head."

She shook her left foreleg in the giant-sized pant leg.

"But then I figured I was already here. Might as well roll with it... Do you think Big Mac could fit in’ta these?"

Even if Rarity was upset about the girls putting on the new clothes for the humans, she could appreciate the consideration and lengths of foolishness they would go to just to try and help.

"Oh, girls. That is a nice thought, but I don't think either of us wearing a shirt, some shorts, or even a pair of these panties is going to help."

She lifted and folded a pair of the lady's underwear she hoped the girls didn't try on.

"Why even bother wearing a smaller piece of clothing to cover their bottoms if they're just going to wear something else that covers it all up?"

She unfolded them and held them up to look them over again.

"Fashion-wise, I think they look rather adorable, but even I would have to side with Applejack that they lack any utility if they can't even be seen."

Sweetie Belle looked over the panties as well and had a thought.

"Maybe they get cold easier since they don't have any fur like us, and that helps them stay nice and warm, and they wear those by themselves when it gets hot out. Heck, as cute as they are, I don't think I'd mind having a pair of my own."

Rarity folded the panties up again and placed them in a pile. They still had to be taken to the castle and handed out to their new owners.

"Hmm," Rarity thought out loud. “Well, I suppose that would make sense. More sense than what Justin told me yesterday about them. And before I forget, what on Earth were you doing with my folding chair? I don't know what you spilled on it, but it wasn't at all a pleasant experience to sit in."

"I didn't use your folding chair, or spill anything on it," Sweetie Belle answered with an honest look of confusion.

"Are you sure?" Rarity asked with a heavy sense of doubt in her voice.

"Yeah, honest. Unless it was glitter glue. I spilled some over a week ago making posters for the Cutie Mark Crusaders clubhouse posters. Was your seat all sparkly and pretty with silver glitter?"

"No," Rarity sighed. "And never mind then. Just be more careful in the future, dear."

Sweetie Belle looked up with sad eyes.

"So... am I gonna be punished?"

"No," Rarity answered, sounding more tired than angry. "But you've been acting up and are cutting it close. Do try to be more considerate and mindful of what you say, though."

"Okay, sis," Sweetie replied before removing the socks and running to catch up with her friends that had already made it to the door. "I know there's a breakfast at Twilight's this morning, but we already got plans. Official Crusader business, but we'll be back to Twilight's later. Bye, sis!"

The ringing of the bell and click of the door gave Rarity a sense of peace, knowing she could have at least an hour of silence to prepare before having to get ready. That meant she would have at least an hour to bring her attention back to Cerb. She locked the front door and pranced back to her workshop and removed her new prized possession.

"If pollen a bee spat out can be honey for eating, then a little sweat from Justin can be a fragrance to enjoy."

Rarity took a seat at her workstation and waved the handkerchief overhead, letting the scent aerate around her. Having the rich aroma of spices and citrus floating around her, she stood the cloth up close to her and brought her notebook out. She started to flip through the pages to pick up where she had left off, but her sketches of Cerb caught her attention.

"Oh, yes," She said with a hungry smile as she adjusted herself more comfortably in her seat. "Whatever am I going to do with you, Justin? For all that I see in you, there is still so much mystery about you. I know you like me, but what can I do to make things different for you? I like you just fine the way you are. In fact, I don't think I'd want to see you as a pony. There's absolutely nothing wrong with you just the way you are."

She drew a breath with remorse but sighed with hopeful aspirations and a smile.

"Our date was so lovely. I can't wait for our next. And what, then? Might you see something different in me then?"

She turned another page to the more dressed-down drawing of Cerb in the slimmer undergarments.

"You're brave enough to face death, fight horrors I still can't even begin to imagine, then face them night after night when you should be resting. And even bold enough to tempt a fight with Celestia... could you be so brave to give me a chance?"

She eyed one particular drawing that focused on a forward-facing view of his crotch.

"And what are you hiding under all that needless clothing? You're not afraid to let your scars be seen. You've even shown us your more sensitive and vulnerable side. Is there something so terrible there that you might fear exposing that even more? "

She thought about the possibilities.

"Or is it something so special, so sensitive and important to you that you have to keep it hidden to keep it safe?"

Thinking about what she might be missing, she remembered a few brief sights that she could now focus on without worrying about Fluttershy. There was movement under the shorts that he wore. Some could have been just the normal movement of the fabric, but some had to be testicles. Humans did have testicles like ponies do, didn't they? Well, of course. Only reptiles like dragons lacked such anatomy. But there was something else there, too. Too big to be a sheath. No, not a sheath at all. The shape was all wrong for that.

Her eyes narrowed in on her sketch.

"No... that isn't right."

She flipped to a new page and began the same sketch again. This time, however, she drew the body free of clothing. Nothing covered up his groin.

"Now, if he is anything like a pony," She mumbled to herself.

Light pencil markings struck the paper to fill in the lines she had to assume was the proper proportions of what testicles must be like on a human.

"Hmm... Oh!"

She picked up a pair of his boxer briefs and unfolded them and held them open. It wasn't the first time she examined them. She had already made two replacement pairs for him, but the originals, they were starting to tell her something... but what? Whatever it was, she didn't know exactly what she should be looking for, perhaps if she compared it to the females' undergarments.

Side by side, the differences were night and day in terms of size and shape. She then turned them to get a side-view comparison. The only real difference was the crotch. For the females, the crotch was a smoothly curved piece of cloth wide enough to cover the gap between their legs. With the male garments, though, there was so much extra cloth in the front. Yes, at the bottom of the crotch for the testicles, but there was still too much room for a sheath above that space.

"Why have so much extra room in the front like this? Justin said the fabric had to be a little stretchy to fit properly when worn and to hold everything in place so nothing would be bouncing around. But with all that extra fabric, it wouldn't conform to their... unless."

Rarity took her pencil and started to sketch out what little she could recall of a stallion's anatomy. Hot days and the subtle differences in the physical makeup of her male customers gave her at least some idea of what must be there. With a few horizontal strokes of the pencil and a blunt end drawn in, everything fit.

"Humans don't have a sheath... that's why. Oh my gosh!"

She gripped her book in her hooves and brought it up close to her face, looking over her own work to question where and how she must be right.

"This is incredible! Why is this incredible? Why am I so excited? Why am I still talking to myself? Why am I asking so many rhetorical que- No! Focus, Rarity! You figured it out. You genius!"

She lowered the book down again and tried to put it together in her mind.

"How peculiar... and so interesting." She looked over her crude drawing with some disappointment. "But there is so much different about them."

Those words echoed in her mind and reminded her of the issues being different was causing her.

"What does it look like? And... Gah! " She spat like she was trying to spit the thought from her mind out through her mouth. "Why does that... interest me so... much?"

It was an honest question, and one she didn't have an answer to, but something about it gave her a sense of danger and excitement. Something was drawing her to it; to that part of him.

"Maybe it's just me that's slowly going mad?" She said to herself, remembering all the odd behavior she and the others had started showing after interacting with the human guest.

"Then again, being so new and exotic, I can't be blamed for wanting to know and understand more about him. Them. All of them. Well, certainly Justin the most. Or maybe now that I know he can't hide away that part of himself and knowing how embarrassing it must be, and I'm just wanting to comfort him?"

Again, she eyed the lines.

"Ugh," She groaned in her mental defeat. "Or maybe I just want to see every inch of him and hold it against me."

The sad thought that she was thinking like a delinquent spoiled her mood, but only for a moment.

"No! There's nothing to be ashamed about Justin's body. If you've seen one, you've seen them all. There's no shame in looking fondly and admiring how beautiful or handsome that special somepony in your life can be. I have no reason to be ashamed of wanting Justin to be able not to need to hide his body out of embarrassment."

She stared again at her drawing, knowing in some way she was lying to herself, but not sure why or how. There was just something about him; from the moment they met, there was a connection.

"Hmm," She hummed aloud as she leaned back in her chair and hovered her artwork up to view and fuel her imagination.

She crossed her legs to get more comfortable.

"Son of a Diamond Dog in flannel!" Rarity shouted as she dropped her notepad and uncrossed her legs. "Just what is the meaning of this? Can't a girl sit back and daydream without sitting in something?"

She looked between her legs to see the same damp spot as on her fold-out chair. Precisely the same, in fact. Although her seat was dry when she sat down, it had been dry all the way up until just then. Come to think of it, the fold-out chair felt dry when she sat down originally.

"This is just ridiculous," She vented to herself. "Just what even is this?"

Frustrated again with yet another inexplicable mess, Rarity reached out and levitated a drying cloth from a stash she kept for the occasional accidents that happen from time to time. She sat up and wiped down the seat, and then proceeded to clean herself off. With a swipe down her rear end, a sudden electric shock of sorts startled her and made her drop the cloth.

"Oh, my. That's rather unusual," She said more as a question than a statement before being alarmed by yet another ear twitch. "Gah!"

Rarity jumped at the sudden involuntary muscle spasm her body was experiencing, bumping into her workstation and knocking many of the items off as she flailed her forelegs and fell to the floor.

"Keep calm, Rarity," She tried to calm herself, now flat on her back. "There's a perfectly good explanation for this."

As fate would have it, the most likely culprit made itself known as the handkerchief saturated with Cerb's scent finished slipping off the workstation and landed on her chest. As it landed, it kicked up just enough of the scent to hit Rarity's snout. She could feel the puff of Cerb's aroma hit her lips and invaded her nostrils.

Again the same twitching of both ears kicked in, accompanied by her tail snapping against her, creating a jolt of that same shocking sensation.

"Umph!" The shock wasn't painful, but it was something she hadn't felt before. She didn't know how to describe it and being so unfamiliar, it left her feeling uneasy.

So unfamiliar with it, in fact, she was going to pull her tail back to investigate. Just as soon as she could will it to move.

Her tail seems stubbornly pressed against her, creating a dull but familiar version of that new sensation. Bound and determined to see for herself just what was going on down there, she managed to expose herself, though that same fluid she thought she sat in was coating and strung apart as she pulled her tail away.

“Oh, dear. It’s like… my lady parts are… drooling... Fluttershy,“ She growled through gritting her teeth and a snarl. “ She must know what this is.”

Rarity brought herself upright again and trotted back to her powder room, taking some of the extra cleaning towels she was using to clean up with. With a second thought, she popped back around the corner to snag the handkerchief. She couldn't leave it just lying around for fate to deal with... Priorities.

Heading back to the powder room and her ears on the fritz, one thing was for certain. She'll have a visit with Fluttershy for some tough love and a little mare-to-mare conversation. Finally, back in her powder room, she turned herself from the mirror and raised her tail high. The mess was bigger than she had anticipated, and for some reason, her lady parts seemed to be more pronounced, puffier, and more colorful, with some hue of red blending into the all-white appearance.

“Oh, no. Please don’t be a rash or allergy. Or at least something a little medicine can’t take care of.“ Her right ear twitched again, and she reached up to stop it. “I hope this isn’t something contagious.”

The twitching seemed to stop, at least for the moment, so it was time to examine the damage and clean herself up. She picked up another cloth and started to wipe away the mess. Ever stroke only served to further distract her from her task at hoof to make herself presentable. Not that it was painful or irritating; it was just the opposite. They were pleasurable and inviting. Enough so that she considered giving it more of the attention it enticed her with. But no. She would not allow herself to heed such demands.

"There. All clean," She said to herself as she brought up another mirror to inspect herself. To her dismay, the reflection revealed the shimmer of how wet she still was. Enough that another drop of her inner fluids began to pool.

"Unbelievable," she complained. "I can't believe... of all the lousy luck."

Rarity sat down on the seat with a mirror hovering down below her legs to get a clear view as she examined herself.

Her hooves spread her vaginal walls open, and she came upon a sight that Fluttershy had come to know.

"Just what... is this?" She questioned with great concern starting to take over. "It's like a Diamond Dog drooling from... uck... I don't even want to say it."

Rarity looked down again to see her labia near its peak flex and pushed a bulge of her innards to protrude. The sight reasonably shocked and scared her. Fearing that her body was about to empty itself outward, she claps her free hoof over the protruding flesh, bringing that new sensation to the forefront once again. She gasped, holding it down, trapped between the fear of what this new feeling was and what would happen if she were to let go.

A myriad of scenarios was running through Rarity's mind. Was she sick? Perhaps some spell or potion she had come in contact with that was changing her with some slow transformation. Or maybe some curse put upon her that was going to turn her inside out. Although, many of those fears started to wane as she recalled that if this had anything to do with Fluttershy, and how could it not? Fluttershy had been dealing with these symptoms for days.

"Okay. Just calm down-" Another wink from her vulva pressed that pink mass into the soft pads under her hoof, jolting her with another wave of what was becoming a more welcoming sensation. "Mmmph,-"

She bit her bottom lip, fighting the fear of removing the hold she held between her thighs and the growing desire to keep it there.

"Maybe this isn't so bad."

Another pulse of unrealized lust pushed out, and she found herself pushing back willingly. The sudden surge of pleasure had her work the pliable pads around that mesh that tormented her.

"Oh, buck it all."

She lost the fear and urge to fight against this unexplainable madness. Letting go of the worry, the proper stimulation was given to the demands of her loins' needs. At first, her means of stimulation were merely that of pressing lightly into herself, but she quickly learned that with added motion came added titillation.

"Fluttershy, I'll make you pay for not warning me about this."

Her words came out with a mix of anger and passionate moans.

"Oh, look at me."

She sat up enough to look at her face in the mirror, slightly contorted as she grew angry at herself enjoying this lewd act.

"What would Justin think of me if he were to see me like this?"

She hated to think of how Cerb would react to seeing her rubbing the dirtiest parts of her body. Her hooves lathered in the same leaking goo she was sitting in. "How embarrassing. Gah! - " She withdrew her hooves and slammed them down on her makeup table.

With new determination, she stood up and glared into the mirror.

"Rarity, "She barked in a firm voice. "You are a strong-willed mare. Whatever this madness is, you are better than it. For Justin's sake, take control of yourself."

To her relief, she didn't turn inside out or any of the other scenarios she had conjured earlier. All that happened was the continued contractions of her soiled bits under her tail. Although, if anything, the feelings that first had her holding herself seemed to grow now that she had stopped. It pulled at her like a half-eaten meal left on the table when she was still hungry. Part of her instinctively knew that touching it would make her feel wonderful and make that nagging demand for attention in her mind go away, but she wouldn't have it.

Rarity turned and started to walk towards the door, her ears twitching, and her tail thrashing about with each step.

It almost hurt not to give in to the temptation.

"I'll just make my way to Twilight's. I'm sure if any pony can figure this out-"

Her knees buckled, and she nearly dipped down to the floor.

"No, wait. I can't risk Justin seeing me like this. I'll have to go to Fluttershy and see how she-"

An involuntary clamping of her thighs together and her tail grinding against her had her freeze in place.

"Ahhh," She whimpered as she could feel her body now working against her.

"Be strong like Justin would," She told herself, now wishing he was there to help her. He could easily carry her away to safety in her time of need.

"Oh... Justin, save me."

She looked over her shoulder, eyeing the cloth with desperation. Seeking it as a source of strength, she used her magic to float it over to her. She sniffed it, hoping for it to inspire her to keep strong long enough to find some help. Unfortunately, the only strength it gave was to the spasms under her tail. She collapsed there in front of the doorway. Frustration and a drunken mind with Cerb as her focal point of thought had her reach down and continue where she had left off. Again, between the frogs of her hoof, that wonderful sensation rocked her body. She rubbed herself with the grace of a pegasus falling down a flight of stairs. Her movements were jerky, and her limbs twitched as she lay on her back pleasuring herself.

For some reason, through all of this, her mind was still fixated on Cerb. The first time she met him, watching him rip his shirt off, laying on the couch with him, the walk home after their date, and him kissing her hoof.

"Oh, please, yes," She moaned, the sensations reaching a new peak with those thoughts.

This new indulgence drew her away from the awareness of her surroundings, as she closed her eyes and continued to work her hoof over her mound. The stimulation had her body moving on its own. Her back legs would raise and lower, then spread apart to expose more of her to explore and caress with her free hoof, before slamming together to keep her hold in place and relish in hitting another sweet spot.

The stiff, shallow breaths turned to grunts and moans between the gasps and panting for air. Moving along with the small strokes she fancied, her back would arch her chest up, and her head to sway slowly from side to side. Playing with this pink button had her writhing and gyrating like a marionette having its strings pulled.

This new desire was frightening and beautiful all at the same time. Desperate to have it stop, yet still so utterly lost in it. But then again, it was Cerb stuck in her mind. With his scent still invading her, fueling her urges to continue with her wicked desire to have him. It was as if the memories of his touch were the fuel to her needs; recalling the warmth of his body against hers were the flames, and the ever-present fragrance of him reignited the inferno with every breath.

Every motion that highlighted her sense was mounting to a new feeling. Something better, something powerful and shamefully urgent to realize. There was no avoiding it. It was approaching inside her. She thought she could burst. Her fear was gone for the moment; this pursuit alone was all she could embrace. Then the eruption came.

Her legs slammed onto the floor, and she raised her ass up. She pulled up with the grip she held on herself. The feeling was electric, stealing her breath and freezing her in place, arching off the carpet. She held herself there as the warmth and radiated over her, and the juices ran freely down her curves.

It pulsated hard, dropping just slightly before amping up to a stronger peak yet again. The pulsing continued; each time, she would fall back to the floor and arch up again. The rate of these surges suddenly increased, almost matching the beating of her pounding heart. Desperate wheezes hurried from her lungs as she tried to keep up with her rapidly fading mind.

The pulse hit its peak, with one long constant surge of gratification. She hit the floor, falling to her side, and curled in on herself as the pads of her hoof violently shook over the convulsing mass they held. She shuddered uncontrollably with bated breath that stumbled in their release.

It was bliss. Indescribable bliss that would make her scream if she had the power to breathe or cry if it were any more perfect.

Then slowly, it began to ebb itself away. Rescinding like the tides of the sea and fading into a memory of divinity carried on deviled wings. Marvelous in application, yet horrendous in presentation.

How could she be so grateful it was over yet simultaneously already be missing it? What even was it? Was her body breaking down? Or could this be some unknown magic used on her? Only one mare could possibly give her the answers she needed, but she would first have to get back on all fours if she was going to get them out of her wingmare.

Her first move was to remove her hoof... Funny how some part of her wished for it to remain there.

The peak was gone, but a warm afterglow quietly hummed inside. Reluctantly, as she extracted her hoof, it sent tiny pangs and echoes of that climax as she gently drug the pads away and brushed over it. Getting back up was a slow process, as every muscle even remotely close to her tail that moved sent pleasant little reminders of her new experience.

Of course, there was also the mess she would have to deal with. The fluid that had only made a small mess between her thighs before had saturated her legs and tail. Not to mention the splotches and trails that had run down her ass cheeks, her stomach, and coated both her hooves and much of her forelegs. Plus, the rich scent it carried. A bittersweet tang, almost like a dull fruit blending with something metallic, but carried in some alluring perfume. In fact, if the smell of freshly baked cookies in the air were akin to their flavor, then this scent was a perfect reflection of how it felt.

No time for that, however. There was a breakfast to attend and a mare to interrogate. Also, there was a mess in the room to attend to. Her seat cover was soaked, and the rug she landed on needed a thorough rinsing. "Laundry..." The facts were all too apparent, now. "No wonder you were always off in a hurry or came back looking tired."

Rarity left her powder room much like Starlight lumbered in her hangover. "Bath, Fluttershy, Justin, then the spa."

Next Chapter: 31. Under the Banner of Friendship Estimated time remaining: 87 Hours, 26 Minutes