Mr. Twilight Sparkle.

by AnnonyMouse

Kindness

Any spelling mistakes notices, please send me a PM so I can fix them.

...

Fluttershy looked at Spike as he lay curled up on her couch, wrapped in a nice warm blanket, sucking the tip of his tail like a newborn dragon.

She felt bad for the little fellow, especially after he had finally told her all about his day.

The little yellow and pink Pegasus was actually more a pink and pink Pegasus, especially after Spikes explanation of why he felt cursed.

“Spike?” Fluttershy finally spoke. “It can't be as bad as you said it was. And Twilight, a stallion?” She nuzzled her company. “I haven't heard anything about that. I'm sure Twilight would let all of us know if something like that happened to her.”

Spike shook his head and popped the tail out of his mouth. “I dunno. She was planning on not telling anypony at all, but then Rarity came to drop off a book and went up to see Twilight, and that's when it all went wrong. I mean... Rarity...” He wanted to cry.

Fluttershy frowned. “Maybe I should go talk to Twilight and let her know...”

“NO!” Spike cried out, making the shy pony flinch. “I mean... sorry Fluttershy, but if she found out that I've seen her with everypony else doing... that... She'd hate me for sure. He, whatever...”

“Oh I don't think Twilight could ever hate you Spike. You are her number one assistant after all.” She tried to be helpful.

“There's NO way I'm assisting her when she's a he... I bet that if I go back there right now, I'd walk in on him humping another pony...”

“Dear me.” Fluttershy would have blushed again, but she was already enduring a full body one. Who knew hooves and feathers could blush. “But you will have to go back eventually, right?”

“But... can't I stay here? Where it's safe?”

“I don't know Spike. I would love to let you stay with me for a while, but... um... It's mating season for the bunnies, and they'll be doing a lot of, you know... humping...”

Spike winced. He did NOT want to see anymore humping. “I know.” He sat up. “You can come with me. If I'm with you, none of that will happen... right?”

“I don't know Spike...” She repeated. “I mean, if Twilight is a stallion right now... and a lot of mares are in estrus, myself included, then I don't know what might happen.”

Spike blinked. “Estrus?”

“Heat.” Fluttershy said in a whisper. “Meaning we're in season for... um... humping...”

The dragon blinked, his eyes widening, staring at the mare. “Wait... Even you?”

“Yes Spike, even me.”

“Oh...”

“So you see, I really shouldn't go to the library with you now. I don't like using that potion of Zecora's after all.”

“Uh...”

“The one that lets mares not want to hump every stallion they see.”

“Oh...” Spike was at a loss. “Um, so... May I at least stay here for a few days? I'll help keep the place clean and I'll help with the animals and...”

“You can stay for the night, but you have to go back to the library tomorrow.” Fluttershy sighed. “It's starting to get late, so why don't you go upstairs and use my bed for the night. I usually just sleep on some blankets on the floor this time of the year.”

Spike blinked, not really understanding why she'd prefer blankets to a nice comfy bed, but he nodded and yawned. “Thank you Fluttershy. I guess I'll go to bed then.” He got off the sofa and headed upstairs and crawled into the nice, sweet smelling bed. Within moments he was snoring away.

…

Twilight was worried. The sun had just set, but Spike was nowhere to be found.

He paced back and forth, unsure what to do. He figured it might be best if he went out and looked for his oldest friend.

But where to look?

The answer came as a tapping at the library window. A quick use of his telekinesis, and the window opened, revealing a little bird, holding a small rolled up note in its beak. The avian dropped the letter and flew off, letting the stallion take it and read it.

“Hello Twilight, Fluttershy here.

I'm writing to let you know that Spike is at my place, and he's really worried about you.

Maybe you should come by and let him know that you're doing well.

Yours truly, Fluttershy.”

The penmanship was flawless, written with such beautiful, flowing grace.

Twilight suddenly felt relieved, knowing where Spike was. He closed the window and left the library, closing the door behind him. He then started through Ponyville toward the trail that led up to Fluttershy's hilltop tree cottage.

It didn't take him long to come within view of the place. It was always so peaceful here.

Twilight approached and noticed the flickering light coming from the main floor windows. Well, at least Fluttershy was awake.

As the stallion approached, he slowed down. Why was Spike worried? Twilight had already told him that Princess Celestia was on the job to find a way to return him back to normal.

Still, Spike was a baby dragon, and all youths tended to have overactive imaginations.

He reached the front door and knocked, the door creaking open a little.

“Twilight?” Fluttershy's voice came from within.

“Yea, it's me Fluttershy...” (Damnit, I never told her I'm a stallion... Now I bet she thinks some stranger is standing outside.)

“It's okay, please come in. I already know.”

Twilight blinked, quite surprised. He pushed the door open and looked inside. He was a little confused at the sight of blankets laid out on the floor in front of the lit fireplace.

A tall, slender bottle rested in a silver bucket, with some ice visible. A pair of slender crystal glasses rested on the table as well.

Fluttershy was stretched out on the blanket, looking back over her shoulder, her coat and mane shining in the firelight.

Twilight's breath was nearly taken away with how beautiful Fluttershy looked.

“Uh, Hello Fluttershy... You're not surprised I'm... um...”

“Spike told me all about what happened to you today.” She smiled softly, her eyes half lidded. “Why don't you come in and close the door? Spike is fast asleep upstairs, and it is a little cool tonight. It's nice and warm by the fire.”

Twilight approached, closing the door. He was a little nervous at the moment. “Fluttershy, are you alright?” As he neared the blanket, the smell became evident. It was so light and mild that he had not even noticed it before, but it was now filling his nostrils. “Fluttershy are you...”

“In estrus? Oh yes, but you don't have to worry.” She batted her eyes at Twilight.

Now, Twilight should have seen the warning signs, but for a better lack of words, he was still quite ignorant of certain things. Seduction being right up near the top, along with quantum and temporal physics, and nuclear engineering.

Twilight sighed. Fluttershy's scent was so mild that he barely felt anything. His penis wasn't even hinting at going into an erection, which let him feel safe.

Big mistake, right?

Fluttershy patted the blankets, and Twilight sat down next to his shy friend. He looked at her and spoke. “Is Spike really alright? What happened to him that would make him worried when he didn't have any problem laughing at me when he first saw me like this? You seem pretty calm considering this is the first time you've seen me... You know, as a stallion.”

Fluttershy simply smiled and poured a couple glasses of some fizzy drink and offered her company one of the glasses. “He told me all about you becoming a stallion.”

Not really thinking anything was to out of place, Twilight accepted the drink and took a sip, the fizz tickling his muzzle. He then looked at the drink again and remembered tasting this once as a little filly.

“Um, Fluttershy, is this... champagne?”

“Oh, well, yes. I do enjoy a glass on occasion in the evening while lying in front of the fireplace. It's so relaxing.”

Twilight nodded. It did feel relaxing. He took another sip and looked at the fire. It did feel quite nice on this cool evening. “So...”

“Twilight?” Fluttershy set down her empty glass, a giddy little smile on her lips.

(Oh no... Not Fluttershy to...) “Uh, maybe I should come back in the morning and...”

Fluttershy kissed Twilight, just a light kiss, but her soft, pleasant scent caught him off guard. Soft and light it was, but just as powerful as Rarity's own. Subtle, but powerful.

Twilight leaned into the kiss, taking Fluttershy a little off guard, but the mare didn't shy away.

He didn't understand it. In one day, all his closest friends, not counting Spike, thank Celestia, had come onto him. Bowing down before fate, Twilight decided there was no fighting it.

The stallion nipped gently at Fluttershy's lips, making her squeak ever so lightly, then nibbled down her jawline to her neck.

Fluttershy responded with tilting her head, fully exposing her neck for her companion. She sighed and moaned so softly that even with his ears so close to her face, Twilight could barely hear her. With some light nudging, nibbling and guiding, the mare rolled from her side and onto her back, everything visible for Twilight to see.

“You're so beautiful.” Twilight whispered softly into her ear.

Fluttershy sighed happily and gently nuzzled Twilight, nipping so softly at his jaw. “Twilight.” She whispered and smiled at him. It was obvious that even that one glass of champagne had helped her relax and forget her normal fears.

Twilight smiled and kissed down her throat, to her chest and then her belly. He took in her soft, delightful and subtly intoxicating scent. It was of spring flowers after a gentle rain. Even in heat, she smelled so fresh, it almost made no sense.

But he decided to let events play themselves out. He did love her as he loved all his friends. If Fluttershy wanted this, he couldn't refuse her.

His kisses reached her belly, and Fluttershy moaned so cutely that the stallion almost couldn't continue, realizing that Fluttershy, being so shy, had most likely never been with anypony ever before.

His lips finally reached her nether region, those satin soft mounds of hairless skin, and the smell was even more powerful there, but still of flowers. He smiled, gently kissing her and eliciting an actual audible moan. He wondered what his next action would cause.

He slowly ran his tongue over her pussy, sliding ever so slightly between the lips and was honestly surprised by the taste of honey. It was a subtle flavor, but it was certainly honey. Twilight couldn't feel any honey had been placed there. Could this just naturally be Fluttershy?

Twilight didn't worry about that. All he wanted now was to make Fluttershy happy. What else could he do? His tongue lapped softly and slowly at her, drinking her in as she started to get noticeably damper.

Fluttershy dribbled only a small amount of juices, which Twilight eagerly drank up. He just couldn't get enough and kept at it till the yellow mare suddenly squirmed, the softest cry escaping her lips, and a small spurt of more of her honeyed juices escaped her vagina.

Twilight moaned softly as he drank Fluttershy's nectar. After he had cleaned her, he looked up, seeing her breathing heavily. “Are you alright Fluttershy?”

“Oh Twilight. That felt so wonderful.” Her soft smile just made Twilight's heart want to melt.

Twilight stepped back over the mare, bringing his lips to hers.

Fluttershy was a little surprised at the sweet honey taste on Twilight's lips, and quickly realized that she was tasting herself. Her eyes closed, a sigh escaping her lips as she wrapped her forelegs around Twilight's neck. He was such a wonderful kisser.

She had never been kissed before, and even Rarity's romance novels were so wrong about how wonderful it felt. Fluttershy felt Twilight rest a bit of his weight on her, the feeling of his erect stallion-hood on her belly making her pussy feel ever warmer than ever before.

“Twilight, I-I want you.”

Twilight smiled. “Are you sure? I'm not exactly small.”

Fluttershy looked down and blushed, this being the first time she had actually taken a look at it. “Oh my. It's... beautiful.”

Twilight blinked, then smiled. “Are you certain? I don't want to hurt you after all.”

“Of course Twilight. I want this more than anything else. That is, if you want to.”

“I would do anything for you Fluttershy.” He moved his body, positioning himself over her, and pressed, ever so gently, the tip of his shaft to her sex. He pushed in, ever so carefully, feeling her lips part. He could tell that Fluttershy was going to be tight. Maybe not as tight as Pinkie Pie, but still. The last thing he wanted to do was to hurt any of his friends.

So he was careful, pushing forward till he felt the resistance, Fluttershy purity.

Twilight almost felt that it would be the most grievous of sins to deflower Fluttershy, but the look in the mare's eyes, he could see she wanted it, that she was ready for this, the loss of her innocence.

The Stallion smiled and leaned closer, whispering into her ear. “This will hurt a little. Please, let me know if I should stop.”

“I-I want you Twilight, more than anything. Please, make me a real mare.”

That was that, the Law of Fluttershy. What she says, goes. Nopony, dragon, monster, heck, possibly even Princess Celestia herself would most likely refuse Fluttershy anything if she asked.

Twilight nodded softly, and kissed Fluttershy. As he felt her moan into his lips, he gave that little push, taking Fluttershy's innocence forever. He felt her tense up, and heard her whimper. “I-I'm sorry Fluttershy. I hurt you, didn't I?” He looked into her eyes. They were closed tight, tears in the corners.

She then opened them, her gentle green eyes sparkling, showing no discomfort or pain. “I'm alright Twilight. Please, don't stop now.”

Twilight smiled and kissed her again as he pushed in deeper. She was so very tight, so soft and warm. It was so unlike any of the others, but once again, they were all wonderful in their own ways.

He pushed in as deep as he dared, then broke the kiss, letting Fluttershy and himself catch their breaths.

“I love you Twilight. I love all my friends so dearly.”

“I love you Fluttershy, all of you. Are you alright with this? I mean...”

Fluttershy nodded. “Please, keep going. I... I want this so much.”

Twilight nodded, then started moving. He watched Fluttershy's face, watching all the emotions, from a little pain, to the amazing happiness that shone in her eyes. He was so gentle with her, not bucking his hips like he had with the others (besides Pinkie Pie).

No force in Equestria would dare interrupt this moment, natural or pony-made.

The two lovers rocked with each other, gently, their soft sounds not even disturbing the animals as they slept.

Twilight could feel it coming, his climax, and knew Fluttershy was nearing hers, but he did not go faster. He just moved with the gentle mare, bringing her to the heights of pleasure, and simply going along with her. He gasped as he felt it, the surge through his loins as he filled Fluttershy with his seed. He didn't stop moving till he felt her own climax. It was accompanied by the softest cry of delight Twilight had ever heard before.

They moved together for just a few more moments before stopping.

Twilight felt more drained now than ever before. He smiled at Fluttershy and pulled out, feeling himself already going soft and starting to slide back into the sheath. He lay with Fluttershy and snuggled.

Then they heard a sound at the top of the stairs.

Both looked up and saw a wide eyed Spike standing there, staring in total disbelief. “Y-You too Fluttershy?”

Twilight blinked. “You... too?” He stared at the stunned looking Spike. “Wait... what do you mean by that?”

“R-Rarity. Applejack, Rainbow Dash, Pinkie Pie... and now Fluttershy?” Spike just could not believe it.

Twilight's brain clicked and whirred for a few moments. “Wait... what do you mean you 'You too'? You... How do you know about...” His face went red. “You... You SAW us?”

“I didn't want to. It just happened every time.” Spike wanted to cry. “The worst one was Rarity... How could you Twilight. You KNOW how I feel about her.”

Twilight winced. “Spike. I know I can't really explain what happened, but this potion turned me into a stallion, and each time it just happened...”

Fluttershy then spoke up. “Spike, it's alright.” She smiled at Twilight. “Spike told me all about what happened today.” She looked away shyly. “I... I didn't want to be left out. You know I love you. We all love you Twilight. We even promised Princess Celestia that we wouldn't go after you, but...”

Twilight sighed. “I know about that promise already. I guess it is kind of my fault. I drank that potion that did this to me. I guess I should explain everything to all of you. How about we all meet at the Library tomorrow, and I'll explain everything.”

Fluttershy nuzzled Twilight affectionately. “That sounds wonderful Twilight. I'll be there.”

“Thank you Fluttershy.” He sighed and stood up. “Spike, would you like to go home?”

“I...” Spike looked down for a moment. “Do you promise not to do anymore of 'that' anymore? I mean, I've seen way too much of you and our friends humping.”

Twilight chuckled. “From now on I will make sure you don't see any more of that, if I can help it, alright?”

Spike nodded. “Thanks Twi.”

Twilight gave Fluttershy a kiss on the corner of her mouth. “I'll see you tomorrow. I'll explain everything to all of you. Come along Spike. I'm completely wiped out, and I know you need your sleep.”

Spike nodded, descended the stairs, and after giving Fluttershy an awkward smile, left for home on Twilight's back.

…

Five mares, one stallion, and a baby dragon were sitting around in the living area above the library.

Twilight had Spike send letters to each and every one, requesting they come to the library.

He was really embarrassed, being in the room with all five that he had made love to the day before, but knew he had to explain the truth to all of them.

“I know you're wondering why I called all of you here...” He sighed. “Yesterday, things were kind of strange, yet amazing for me, and for all of you.”

Applejack blinked. “Whatcha mean all ah us?”

Twilight sighed. “You know how you found Rarity and I... Events out of my control led me to... to be with each of you.”

A few of the mares looked quite surprised.

Rarity's eyes were wide. “Darling, you mean to tell me that you mated... ALL of us?”

“Well, yea, I mean, no. Um... Pinkie, well, just my... um...”

“She stuck her horn in me. It felt so good.” Pinkie bounded on the spot. “Can we do it again?” She wagged her hind end at Twilight, her tail raised.

Twilight stared at Pinkie for a moment, and then shook his head. “Pinkie! No! I mean... I don't know if that's a good idea.”

“Aww, but it was so much fun and I was so sad before when I thought that you and Dashie were married secretly and didn't invite me.”

Dash snorted. Had she been drinking anything, Rarity would have been sprayed down. “What? You thought... Oh HECK no. You know I prefer mares... Though Twilight may have changed my mind about that... but only with him.”

Twilight groaned.

“Um...” Fluttershy, her face mostly hidden by her mane, spoke softly. “I really enjoyed last night.”

“Darling.” Rarity smiled brightly. “I think I speak for all of us when I say this, but we all do love you much more than just as a friend. Even if you were a mare, I think I might have decided eventually to be with you.”

Dash stared at Rarity in shock. “You'd be with mare Twilight, but not me?”

Rarity blushed. “Rainbow Dash, you know, there were a few times I was ever so tempted, but also disappointed when you accepted my refusal. I do believe if you had pressed the issue, I would have caved and accepted your request for a little, mare on mare fun, despite my preference for the male gender.”

“An' Rare comes outta th' closet.” Applejack burst out laughing.

“Oh, maybe we can have a special sleepover party.”

Spike looked a little ill at that concept. “No way... I don't think I could handle seeing all of you humping.”

Six ponies stared at Spike.

“I kinda walked in on you each time you were with Twilight...” Spike looked like he was ready to be murdered on the spot.

“Uh...” Twilight spoke up. “Spike, how about this, if anything like this ever happens again, I will personally make sure you do not end up walking in on us, is that alright?”

“Really?”

“Yes Spike.”

“Thank you Twi -BELCH!”

“Spikie, manners.” Rarity chided the baby dragon as he belched out green flames, which turned into a scroll. “Oh, a letter, sorry Spike.”

“It's alright...” Spike grinned a little sheepishly.

Twilight picked up the letter and read it over. “Princess Celestia needs me to go to Canterlot. She needs my help to fix this.” He looked relieved, and then looked at his friends. His face fell as he suddenly had doubts about wanting to become a mare.

It may have been because he had made love to all these beautiful, wonderful and cute mares before him, or maybe the fact that he may well have gotten at least three, or four, pregnant. How could he leave those foals fatherless?

He shook his head to clear those thoughts. He would have to speak with Princess Celestia on this matter. “Um, anyway, I should explain to all of you why I called you here, but I think showing you would be better. You all know that the potion was supposed to turn me into an Alicorn, right? Well, it did...” His form wavered slightly and his wings spread wide. His mane flickered and flowed, a deep purple with streaks of pink magical energy within. His cutie mark almost seemed to glow.

There was a collective gasp, and Rarity nearly fainted on the spot.

“Oh mah stars!” Applejack gasped out. “Yer-yer a Prince?”

Rarity literally had stars and hearts in her eyes. “My word, my dream came true. I have fallen in love with a true Prince.”

“Whoa, awesome wings Twi.” Dash's eyes were wide with envy at those large, strong wings. “How fast can you fly.”

“I don't even know how to fly.”

“Then I'll teach you everything I know.” Dash was all grins.

“This calls for a Congratulations to Twilight on becoming a Prince party.” The pink mare was already formulating plans in her chaotic mind.

Fluttershy could only stare in amazement, her own wings going stiff at just how regal Twilight now looked with those wings, and how he stood tall and looked just so amazing. She tried her best to keep them under control.

Spike sputtered. “Wait a sec, you mean the potion did what it was supposed to, but just had a side effect?”

Twilight chuckled nervously, a hoof behind his head. “Um, kinda...” He looked at the scroll again. “I really should get to Canterlot.”

Dash jumped to her hooves. “Do you think we can all go with you? I mean, I can give you some pointers on how to fly along the way.”

“I'd really like that, but the Princess wrote here that she's sending a special chariot for me.” He looked at Spike. “Spike, I'll be needing my number one assistant to come along with me.”

“Of course Twi.” He saluted. “I'll get everything we need.” He rushed off, glad that yesterday's events were behind him, and again prayed to Celestia that they would never happen again.

Twilight was gathered into a group hug by the five mares and received five kisses on the cheeks at once.

Spike had just come back from upstairs with Twilight's saddlebags. “Oh come on!”

“Sorry Spike.” Twilight laughed.

…

To Be Continued... Yes, there is more to come... or cum, hehe.