Lily teaches Fluttershy to be assertive.

Thanks to Epoch Win for the request!

This chapter will contain humanized non-pony clop.

Categories: A Different Kind of Love, Human, Domination, Lesson

Warnings: Light domination elements, but nothing too bad.

Quick Note: 20th request chapter, and still going strong! Here’s to 60+ more on the way!

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“Satisfaction Guaranteed”

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Lily’s eyes fluttered as consciousness slowly began to bloom, awakening her from a long, peaceful slumber. A quick, bleary glance at her clock revealed it to be well after noon. She had slept almost nine hours… What a night last night! Two customers at the same time, both of them incredibly skilled. It was the first time in recent memory that Lily had actually struggled to keep up with her mark for the night. And afterwards, cuddling and talking amicably, followed by a hot shower and the promise of a future visit… Lily shuddered in remembrance. It had been a very, very good night.

She swung her legs out of bed, humming happily to herself and stretching her arms over her head. The long rest had done her well, and she didn’t feel fatigued or drowsy in the slightest. If anything, it felt as if she could go again. Another quick shower was in order to at least tame her wild hair, followed by a hearty breakfast. She had work again tonight, and unlike other girls who might take a night off to recuperate, Lily looked forward to another night.

“You’re awfully chipper this morning,” Sierra muttered. She was another girl, an avian with ebony skin and bright green eyes. Lily smiled and hugged her friend, pulling the grumpy girl close. “Hey, hey, stoppit. I’m sore.”

“Aww, whussamatter?” Lily nuzzled into Sierra’s tangle of hair. “Poor wittow you need a bwanket?”

“Ha ha.” Her dry laughter came with an affectionate spank, making Lily squeak and jump a little. “Some of use actually get rough customers now and then.”

“You know,” Lily muttered, sipping her coffee as she leaned against the counter. “You can deny them, right? Even right before.”

“Yeah, but I have a reputation…” Sierra grumbled, buttering her toast. “Besides… Rough isn’t always bad.” They both laughed warmly, smiling as they took their breakfast into the dining room. Maggie’s was flourishing. There were dozens of girls all working, and they were full to capacity any night they didn’t take a break. Lily was happy in these days, and had many friends. Both inside and outside of Canterlot. Her thoughts traveled to Twilight Sparkle and the other elements of harmony, the times they had all shared over the past few years. Some women weren’t entirely cut out to be whores… But Lily, being a changeling, was able to stay ahead of the curve when it came to physique and appearance. She would always be beautiful, young, and eager. Sex never lost it’s allure for her, not even once in the past seven years of her life. And besides…

It was incredibly profitable.

“You ready for tonight?” Lily asked, taking Sierra’s empty plate from her.

“I think I might bow out tonight… I don’t think this soreness will fade.”

“Hmm. Can’t blame you.” Lily kissed the top of her head before slipping away to deposit the dishes in the kitchen sink. When she returned, Sierra was stretching.

“Yeah, I’m gonna head back to my apartment, take a nice long bath, and just curl up with a good book. Maybe some wine.”

“Sounds fun. Me, I’m hitting it hard again tonight. I’m kind of excited, actually.”

“Those guys were really that good?” Lily grinned at the avian, her girlish giggle betraying her coy words.

“More so than you could ever know…”

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Maggie’s was already abuzz with company, and it was hardly past seven. Men and women were there in abundance, laughing and talking, drinking and flirting. This was her element. She was engaged with another voluptuous woman, talking heatedly about Canterlot and it’s many tourist attractions, when Lily felt a gentle tap on her shoulder. She excused herself, turning to see someone she honestly hadn’t been expecting.

“F-fluttershy?” She asked incredculously.

“Hi, Lily…” The shy avian hid behind her bangs, a ghost of a smile on her lips. Lily laughed as she drew Fluttershy into a gentle hug. Here was someone she had never expected to visit a whorehouse, even as a guest.

“What brings you here? This place isn’t suited for someone like you, I’d think…”

“Oh, uum… You’re right, I just… Wanted to ask you a question.”

“Fluttershy, we have phones. You could have just called…”

“It’s… Personal.” She whimpered, glancing furtively about. Lily glanced over her shoulder at the woman she had been talking to, but another woman named Jade had taken over. It looked as if the two of them were getting more and more cozy, so Lily didn’t have to worry.

“Come on. We’ll go somewhere alone.” Lily slipped through the small crowd gathered in the lounge, leading the shy avian off towards a side room. As they entered, Lily turned with a smile to Fluttershy. “I’m honored you’d come all the way to Canterlot to ask a question, but you being here raises some questions of my own, I won’t lie…” Still, she was happy to see Fluttershy. She hadn’t chatted with the meek avian in almost a year now. Fluttershy was a sort of friend who was more of an acquaintance than anything else… Given the shy woman’s personality, a whorehouse was the last place in Equestria Lily expected to see her.

“I, uum… Well…” Fluttershy wrung her hands together, trying to look anywhere but at Lily. “It’s… Something happened.” Lily’s spirits fell.

“Oh no… Fluttershy, what’s wrong?” Lily asked, stepping forward. Fluttershy whimpered slightly, but didn’t draw away when Lily laid a hand on her arm. The changeling was honestly concerned now, her expression drawn with worry.

“N-nothing… Everything, oh, Lily I don’t know!” Fluttershy rushed forward, throwing her arms around Lily, nearly taking her by surprise. She returned the hug after a moment, though, holding her close as she shook. “I… It wasn’t anything bad, really… Just that I need to change something.” Lily relaxed a little upon hearing that Fluttershy was, more or less, okay. She feared the worst for a moment, but it wouldn’t have made sense for Fluttershy to come all the way out to Canterlot for something like that… She would have sought the help of her friends before anything else.

“Calm down, Fluttershy… Just talk to me, okay?” Lily soothed her, gently stroking her hair several times. Fluttershy shook a little more before pulling away.

“Okay…” She whimpered. Lily guided her to the couch, smiling gently as they both sat. After a deep, calming breath, Fluttershy began. “I’m a shy person, never really known to be social or much of a conversationalist… Lately, though, I’ve been trying to get out more. But the more I see other people, the more shy I get… This is all born out of a need for… Well, to put it bluntly, I feel…” Fluttershy appeared to struggle with the next few words, her expression screwed up with concentration. “Unfulfilled.” Lily blinked at her.

“Like…”

“Sexually.”

“Aah. Go on.” Lily listened intently, giving Fluttershy her undivided attention. Now she understood why Fluttershy would seek her out… Though she probably could have learned just as much from Twilight…

“Well, nobody wants to sleep with someone who’s constantly shy and unassertive… So, I was wondering if… Uum…”

“You want me to teach you how to assert yourself?” Fluttershy’s slight nod made Lily smile. She reached a hand out to rest on Fluttershy’s arm gently, rubbing her with her thumb. “I can help you, Fluttershy. Trust me. You’ve come to the right place.”

“Oh… I, uuh… Brought some money…” She reached into a pocket, her cheeks flushing a little bit as she fought to pull what appeared to be a rather thick wad of bills out. Lily stopped her with a touch, smiling kindly.

“On the house, darling. Anything for a friend.”

“Ooh! Really? Th-thank you…” Lily smiled and took both of Fluttershy’s wrists in her own, pulling the woman to her feet gently.

“First thing’s first, Fluttershy. You can be shy, but still get what you want. You just need to assert yourself at the right times. And, truth be told, it doesn’t take a lot.” Lily smiled, shifting into Fluttershy with a smooth motion. Fluttershy gasped a little, but relaxed. It seemed that being around a changeling was still a shocking experience to others. “You see,” Lily released Fluttershy and stepped back. Her voice was a perfect match, even her clothes. “The word is called demure. Are you familiar with it?”

“I’m not…” Fluttershy muttered.

“It means characterized by shyness or modesty. Meaning that you don’t have to be this big, tough, assertive woman. Some men like a shy girl, and find it a pleasant surprise when she takes over at the right moment.” Lily’s outwards behavior changed dramatically. She was no longer energetic and graceful. Instead, she pulled her bangs over her eyes, her hands clasped in front of her. Her posture was unassertive and unassuming. In short, she was a perfect clone of Fluttershy. “Y-you see… Uum, you can… You know, act shy…” The real Fluttershy nodded, her eyes sliding up and down the vision of herself. “It looks okay, doesn’t it?”

“Yeah, actually… Am… Am I really that cute…?” Fluttershy muttered, her gaze sliding up and down Lily once more. Lily smiled and shifted back to her normal form, nodding at Fluttershy.

“You really are a beautiful woman, Fluttershy. Don’t let your self-esteem get in the way… But we do need to work on your shyness. Not getting rid of it completely, just making sure that you know when the right time to stop being shy and start being assertive is.” Lily tapped her lip for a moment, looking Fluttershy up and down once more. “Maybe some different clothes would help… But for this exercise, you’re fine. Now, we’ll try something. I’ll pretend I’m coming on to you. Try to act shy, to attract me, and decide for yourself when the right time to move in is, okay?”

“O-okay…” Fluttershy muttered.

“Hey,” Lily lifted her chin, smiling into Fluttershy’s beautiful eyes. “It’s just practice. Relax.”

“Right.” Her firm nod and warm smile told Lily she was ready. She stepped back, smoothly shifting into an average-looking man, rather handsome, plain clothes, slender body, just a little taller than Fluttershy herself. “Oh, uum…” Fluttershy raised a hand, her cheeks flushing a little. Lily arched an eyebrow, curious. “C… Could you… Be a woman for this?”

“Oh?” Lily teased, her form shifting once more. This time, she was a short, thin woman, wearing a simple dress with a flower pattern. Her breasts swelled against the fabric, long, sandy hair falling down her back. “Better?”

“Y-yes…”

“Ready?”

“Okay.”

“I’ll try coming on to you, but I won’t act any differently than another woman would. Act naturally, but when the time is right, assert yourself. Understood?” Fluttershy nodded, her faint smile rather heartwarming. Lily put one of her own on, and slipped into character. “Hello.” She said pleasantly, smiling at Fluttershy.

“Hi,” The poor woman answered shyly, hiding behind her bangs. Well played, keep the shy thing coming.

“How are you tonight?” Just an average conversation with an average customer. Lily had done this dozens, hundreds of times before…

“Fine, thank you… How are you?”

“Oh, I’m alright… It’s a beautiful night, isn’t it?”

“It really is…” Fluttershy looked out of the nearby window, smiling faintly.

“What… Brings you to this place?” Lily asked innocently, taking a single step closer.

“Oh, nothing, really… Just… Relaxing, I suppose…” Perfect. Leading enough to keep Lily interested, but not enough to betray her true intentions. Fluttershy had a knack for this, whether she realized it or not.

“That’s good… You said relaxing, though. Are you stressed?” Lily’s question was innocent, but reading between the lines would reveal just a hint of suggestion. She took a half a step forward, her hands clasped behind her back.

“You… Could say that.” Fluttershy’s thin smile was entrancing. Lily couldn’t help but let the corner of her mouth twitch with a sort of pride before she returned to character.

“Why are you stressed? Is something bothering you?” Another leading question, and this time, Fluttershy engaged… But only slightly.

“Maybe,” She muttered, withdrawing a bit. “It’s not important, though.”

“Aww, don’t put yourself down. You’re more important than that, I’m sure.” A little reassurance. Fluttershy smiled, her right eye peeking out behind her hair momentarily.

“Th-thanks. What about you? Why are you here?” Now, for every shy person’s bane. Lily turned assertive.

“I’m looking for someone to share my bed tonight.” Lily answered off-handedly, lifting her shoulder in a nonchalant shrug.

“Oh, my…” Fluttershy withdrew behind her bangs once more, in perfect form. Draw them in. Don’t shut the assertive person down, but don’t lead them on too much. Make them chase after you. Lily smiled and stepped closer. Fluttershy didn’t move away.

“Interested?” Lily’s husky breath was close enough to wash over Fluttershy’s face. Her hands rested at her sides now, almost like she was ready to reach out and touch Fluttershy.

“M-maybe…” Perfect.

“Hmm, you don’t sound convinced- MFF!” Lily was cut off as Fluttershy lunged forward for a small kiss, barely a ghost of a peck. She withdrew once again, her cheeks flushed, her eyes gazing down and to the side. Lily smiled warmly. Then Fluttershy turned away, walking towards the bed. She appeared to wander aimlessly, taking slow steps, her gaze looking all over, but she was most definitely heading towards the bed. Lily went to lock the door quickly before following. Fluttershy sat on the edge of the bed, still not looking at Lily. She was waiting for her to make the first move. Smiling at her impromptu student’s progress, Lily took the bait. Just like anybody else would have. She sat on the bed next to Fluttershy, her hand gently cupping the avian’s. Fluttershy glanced at her, still blushing, but didn’t pull her hand away. Still waiting for Lily to make the first real move.

“Hey,” Lily cupped her chin with her other hand, gently drawing Fluttershy’s gaze around. Their eyes met, looking deep into one another’s for a few long moments. Slowly, Lily leaned in for a warm kiss, their lips meeting warmly. Even in kissing, Fluttershy didn’t lead her on. Not until Lily opened her mouth, letting her tongue brush across Fluttershy’s lips. Then, everything changed.

With a sudden motion, Fluttershy rolled over, swinging a leg out to straddle Lily’s waist. Her hips dropped low, pinning Lily to the bed, even as her hands gently guided Lily down onto her back. The sudden transition took her by surprise. A pleasant one. Fluttershy’s tongue eagerly slid into her mouth, feeling warm and slippery. Lily groaned inadvertently, her hands resting on Fluttershy’s hips. The avian swirled her tongue around once, twice, pulling away with a hot breath.

“Very good.” Lily groaned, giving Fluttershy a warm smile. “You did that perfectly well, Fluttershy.”

“Th-thanks…” Fluttershy muttered. “I wasn’t sure if I should… I mean, feel.” Fluttershy took Lily’s hand, guiding it from her hip up. Lily blushed a little as Fluttershy pressed it into her chest, just above the smooth slope of her left breast. Underneath the skin, though, Lily could feel the thumping of Fluttershy’s heart. “It’s beating so fast… That was so exciting. Scary, but exciting.” Fluttershy whimpered, her soft blush so damned cute.

“Well, you did perfectly well, Fluttershy. I didn’t do anything that anybody else would have. If you act just like that, you ought to do well.”

“But…” Fluttershy muttered. “You’re… Not doing what anybody else would do…”

“What?” Lily asked. Fluttershy smiled, her other hand raising to wrap around Lily’s. Smoothly, she opened her palm, sliding it just a few inches lower until Lily was cupping Fluttershy’s breast.

“You’re not doing what anybody else would be doing in this situation.”

“Eer…”

“Here,” Fluttershy groaned, her hands guiding Lily’s in a slow circle. Lily felt Fluttershy’s breast swell around her fingers as she massaged it, her eyes wide. “Touch me. Anywhere you want.”

“Fluttershy, this isn’t-“

“Shh,” Fluttershy cut her off with a finger to her lips. “Don’t talk… Just touch me.” The finger left her lips, falling instead to the hand still on her waist. Both of Lily’s hands were guided upwards, cupping both of Fluttershy’s large breasts. She was forced to massage them both in slow circles. Fluttershy was taking it to the next step.

“I don’t think you want-“

“But I do.” Fluttershy panted. “You told me to take what I wanted,” She leaned forward, pressing Lily’s arms down insistently. “And I want you.”

“Fluttersh-Mff!” Once again, she was cut off by a kiss. But the scenario was over now. Fluttershy had learned to be assertive… Perhaps a bit too assertive. Her tongue pushed firmly into Lily’s mouth, her warm saliva plentiful as it explored. Lily couldn’t fight the fresh wave of arousal that oozed from her center, her chest twitching slightly underneath Fluttershy. Then she felt the hands. Fluttershy grasped both of her breasts, squeezing the large orbs firmly.

“Aah!” Lily whimpered, her back arching slightly.

“Hmm,” Fluttershy pulled her lips away with a smile, giving Lily another squeeze before leaning in for another kiss. This one was over quickly, but only because Fluttershy began moving her lips down Lily’s jaw, over her neck. All the while, her warm hands cupped and massaged, squeezing and pinching with teasing, gentle touches. Lily whimpered, her hips squirming, her body tingling where Fluttershy’s lips pressed to it.

“Good?” Fluttershy panted, her hot breath washing over Lily’s neck.

“We were done a while ago, hnn-!” Lily groaned. “Y-you can stop-“

“But I don’t want to.” Fluttershy slowly walked down Lily’s body, her lips leaving a shining trail of wet kisses. “And you don’t want me to, either.”

“N-not so sure about that… AAH!” Lily gasped as Fluttershy moved one hand down to her thigh, firmly sliding up upwards. Her fingertips pressed against Lily’s clitoris through the thin fabric of her panties, making her shudder. She fought Fluttershy’s hand away, but the avian smoothly gripped both her wrists in one hand. Smooth and easy, Fluttershy rose her hands over her head, pinning them into the warm covers.

“You’re wet.” Fluttershy moaned. “You want this. Don’t lie to me.”

“F-fluttershy,”

“Shh… No more complaints. See?” Fluttershy pulled her finger away from Lily’s crotch, the digit glistening even though she had only been touching her through her panties. Lily whimpered at the sight, her body tingling all over. “You want this just as much as I do… So relax. And let me.” Lily’s hands were freed, but she couldn’t have done much good with them anyways. Fluttershy slipped off of the bed, both of her hands pushing Lily’s dress up over her hips. With a soft gasp, Lily felt her panties smoothly stripped off.

“F-fluttershy! S-stop!”

“Hmm…” The avian pushed her head inbetween Lily’s knees, forcing her legs apart, forcing her to expose her crotch. She continued her advance, and didn’t stop until her eager mouth opened to press against Lily’s wet slit. With a loud, firm gasp, Lily arched up from the bed, her entire body shaking as pleasure rocked through her. Fluttershy’s tongue immediately pushed forward, spreading her wet lips apart and sliding as deep as she could manage. The sudden penetration made Lily whimper helplessly, her stomach twitching.

“Haah… Aahh,” Fluttershy slid her tongue in and out several times, groaning as her hands laid flat on Lily’s stomach. She couldn’t be stopped. Lily didn’t want to stop her. But this was most definitely not what she had planned. Not to mention, Lily was almost always the dominant one… To be taken advantage of like this, it was so…

Exciting.

“F-fluttershy! I’m gonna- AAHN!” She couldn’t help it. Her first orgasm gripped her entire body, making her toes curl in midair as she released. Waves of bliss pulsed into her from her crotch, radiating outwards. When they reached her head, her vision swam, her eyes fluttering closed.

“See?” Fluttershy teased, pulling her lips away. She slowly pushed Lily’s dress higher and higher, helping her take it off. Her bra was taken with it, and when Fluttershy pulled both articles over her head, Lily was left completely bare. “You want this… You want this very much.”

“Uuhn…” Lily gave a dull groan as Fluttershy spread her legs, her hand cupping all of her aching crotch. She rubbed firmly, spreading the mixture of saliva and wetness all over. “F-flutter… Hnn…”

“See? You can’t even talk. You’re so wet, Lily… And you taste so good. Here, taste yourself.” Fluttershy’s fingers pressed against her lips. She couldn’t help but lick the avian’s fingers, moaning at the musky taste. “Do you want to taste me?” Fluttershy panted. “I bet you do… Lay there, Lily. Lay there and watch me.” Fluttershy slipped off of the bed, and Lily’s eyes looked down the length of her own body. She watched as Fluttershy pulled her shirt and bra off, exposing large, jiggling breasts. Her flat nipples slowly stood up as they were bared, the flesh puckered with gooseflesh. She took a little while to take her sandals off, but smoothly slipped out of her Capri pants and panties. Lily saw a thin strip of pink hair on her pubis, and unless she was mistaken, the crotch of her panties had been a little dark. Fluttershy kept the momentum moving, crawling up onto the bed.

“Do you like what you see…?” Fluttershy asked, smiling down at Lily as she crawled forward.

“Y-yeah…”

“Hmm. Good. You’re going to like it more in a second… Here.” Fluttershy walked over Lily’s face, her breasts brushing the changeling’s lips for a moment before she moved to settle her hips over Lily’s mouth. She was smothered with Fluttershy’s crotch, the thin, musky scent of arousal intoxicating. “Lick it.” Fluttershy groaned, her hands running through Lily’s hair. She felt pressure, a small amount of pain, tingle through her scalp. Fluttershy used her hair to pull Lily’s mouth firmly against her dripping womanhood. She had no choice but to obey. With a hot breath, Lily pushed her tongue out, caressing Fluttershy’s crotch.

“Oh, yeah…” Fluttershy moaned, throwing her head back. Lily could only see up Fluttershy’s flat stomach, the underside of her heaving breasts… Her hair was pulled more firmly as she licked again, and again, and over… The combination of pain shooting through her head and the taste of Fluttershy’s pussy was so arousing… She squirmed her hips, eager for another orgasm already. She wanted it. She needed it. But all she could do to interpret that need was lick harder. So she did. Harder and faster, with a growing, almost animal sense of need. Fluttershy began grinding her hips against Lily’s mouth, gasping and moaning louder.

“Lily! Lily, I’m gonna cum! Aa-AAHN!” Lily was rewarded for her efforts with a fresh wave of feminine release. Her tongue was coated with cum, and she lapped it all up eagerly. Whimpering and squirming still, she couldn’t help but let one of her hands fall to her crotch, finding her clit and rubbing it smoothly. The combination of vaginal stimulation and oral fixation nearly pushed her over the edge. But Fluttershy caught on to her masturbation.

“Hey! None of that!” Her hand was pulled away firmly, pinned in the sheets. “You’re not allowed to touch yourself.” Fluttershy grinned down at her. “That’s my job.” A momentary look of confusion passed over her face as she looked down at Lily. “Uum…” The shy smile was back for just a second. “Lily, do you have any… Rope?” Lily blinked. Did Fluttershy mean to tie her up? The mere thought made her center twitch and ache some more.

“Bottom drawer.” She nodded towards the bedside table, whimpering slightly.

“No moving.” Fluttershy released her wrists, pointing a finger at her. Lily didn’t dare test Fluttershy when she was like this. Though the thought of what she might do if Lily did was an entertaining one… Fluttershy rustled around through the drawer, her full rear bent over and exposed to Lily. Just between her cheeks, Lily could see Fluttershy’s glistening core, just waiting for more fun… When Fluttershy stood up again, though, she held in her hands several things that made Lily’s breath catch in her throat.

“Look what I found.” Fluttershy flourished her discovery, waving it suggestively in front of Lily’s face. “We’re going to have some fun with this. But not until your hands are out of the way. On the bed.” Lily crawled up onto the bed fully now, flushing as she watched Fluttershy uncoil the waxed, treated rope. “Let me see your wrists.” Obediently, Lily pressed her wrists together, offering them to the assertive woman. It took her a few tries, but she managed to tie a satisfactory binding, with enough room leftover to stretch Lily’s hands above her head. Tied off to the headboard, Lily couldn’t do anything with her hands. She looked down at Fluttershy as the avian retrieved the toy from earlier.

“Do you want this?” She moaned, holding the double-ended dildo just above Lily’s face. The pink phallic object wobbled obscenely as Fluttershy passed it back and forth.

“Y-yes.” Lily whimpered, her thighs squirming together.

“How much?”

“Very much…”

“Enough to lick it?”

“Yes,”

“Here. Lick it. Cover it with your spit.” Fluttershy pressed one end against Lily’s lips, giving it a little bit of pressure. Lily groaned and opened her mouth, ready to accept it. Fluttershy obeyed, pushing the dildo into her mouth, spreading her jaw apart until it almost ached. Then she pushed it deeper. Lily felt the head press against her throat, sliding perhaps an inch down the opening. She held it there for a little while, choking her, cutting off her air supply. It was nothing new to her, and she was practiced. Her tongue massaged the underside, working up saliva that coated the entirety of the firm rubber shaft.

“Good girl,” Fluttershy cooed, pulling it out. “My turn.” Panting, Lily watched Fluttershy push the other end of the dildo into her own mouth, moving it back and forth, her tongue slipping out to slide over the fake shaft. The entire sight was not helping Lily’s predicament, particularly since her core ached so badly. She needed to release, and she needed it now… Whimpering, Lily squirmed her hips more, wishing Fluttershy would get on with it. Whatever it was she had planned. Smiling, Fluttershy pulled the dildo out of her mouth, a single string of saliva stretching between her lips and the shining head.

“Are you ready for it, Lily?”

“Yes, yes, please…” Lily whimpered. Her legs spread eagerly, exposing her glistening core to Fluttershy. She couldn’t touch herself, couldn’t take over and get what she wanted… She was at Fluttershy’s complete mercy, unable to anything for herself.

And she was loving every second of it.

Fluttershy wasted no time in positioning herself between Lily’s spread legs, one of her own lifting up so she was scissored with the changeling. She guided the dildo between them. Lily felt the first tendrils of pleasure as the slick head rubbed against her lips, spreading even more of her wetness all over. Fluttershy chuckled, pushing forward…

“Aah!”

“Good girl,” Fluttershy moaned, inserting the other end into herself. “Now lay there, and take it…” With a rough motion, her hips drove forward. Lily felt herself filled to the brim, her eyes open wide and her back arching firmly.

“AAHN!”

“Oh yeah!” Fluttershy gasped, throwing her head back. Her wings flared out, filling the air above the bed. Roughly, her hips began to thrust against Lily’s, the wet sound of flesh-on-flesh impact punctuating the rough, stomach-twitching pleasure of being fucked by the slippery pink dildo. Lily cried out with each pulse of pleasure that shot through her, her lungs filling and emptying over and over. Fluttershy was ruthless, her hips slapping against Lily’s thigh, spreading her legs further, filling her dripping hole over and again with rough, passionate thrusts. Lily felt Fluttershy’s own wet core press against hers. They were both completely filled, their swollen clitorises rubbing together now and then. Fluttershy’s hands wove into her hair as she leaned forward, driving down and against Lily. Her clit was now firmly plastered to Lily’s, making the sensation of being filled so completely all the more better.

“Lily! Lily, I’m cumming! I’m cumming!” Fluttershy gasped, her thin breath underlying Lily’s throaty cries.

“Aah! Aah! Harder! Fuck me harder!” Lily begged, her dripping cunt so close to release. She was on the brink, ready to fly over that edge and off into orgasmic bliss.

“Cumming! Cumming! CUMMIIIIIIIIIING-!” Fluttershy’s back arched, her hair flipping in a perfect arc as she released. Lily let it go at the same time, both of them slathering the pink dildo with their naughty, slippery juice. The pleasure rocked Lily to the core, her chest shaking as she drooled helplessly. Her hands pulled at the binds until the rope and the headboard both creaked in protest. Fluttershy’s entire body was tensed atop Lily, her soft twitching grinding their sensitive, swollen clits together. Lily was completely lost to the pleasure, drooling and panting as it filled her front-to-back and over again. Only when Fluttershy collapsed backwards, the dildo still stretched between them, their legs a tangled mess, did Lily feel her orgasm fade away… The two of them lay there, tangled, still partially filled, and panting heavily. They took up the entire bed between the two of them, even though they were still oozing juice, and slightly sweaty.

“Oh my goodness…” Fluttershy finally managed to moan. “That was amazing.”

“Y-yeah it was…” Lily panted, still breathing heavy. Her muscles flexed around the dildo, gently pushing it out of herself. Fluttershy groaned as she took another inch or so, but once Lily let it go, Fluttershy pushed it out too. The dildo flopped out between them, resting against Lily’s thigh.

“Shower…?”

“If you untie me.”

“Oh! Right… S-sorry…” Fluttershy was her normal self once more, her expression worried as she sat up and worked at the knot. Lily rubbed her wrists as the rope slid to the floor, smiling up at Fluttershy.

“I’m not even angry.” She muttered, pulling Fluttershy down for a quick, passionate kiss.

“Thank you, Lily… That was incredible.”

“Come on.” Lily smiled at Fluttershy, pulling the dildo off of the stained covers. “We need to clean up.” Together, they entered the bathroom, turning the water on hot. They scrubbed and washed one another, taking turns cleaning one end of the dildo or another. When they were done, they held one another under the hot stream, enjoying the feeling of closeness and warmth. Lily kissed Fluttershy’s cheek and cranked the water off, wrapping them both in one big, fluffy towel. She didn’t even bother drying completely before slipping under the sheets. Fluttershy wrapped both of her arms around Lily, pulling her close against her own chest.

“Thank you again, Lily…” She moaned, kissing Lily’s shoulder.

“My pleasure, Fluttershy.” Lily yawned. The whole ordeal had taxed her. She was done for the night.

“I hope… If I ever feel like I’m not assertive…”

“You can come take ‘lessons’ from me any time, Fluttershy. Satisfaction guaranteed one way or another.” With a soft chuckle, both of them slipped off…