> Ex-Smooze Me! Please!
>  by tailsopony
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> Study Material
> --------------------------------------------------------------------------


Study Material


So far, it had been a very busy day. Fluttershy had started her morning before the sun rose, seeing to her animals. Feeding them was normally quite easy, she simply grabbed the food from her shed and made quick trips to each critters house. Unfortunately, today hadn’t been that simple. 

Each new trip brought a small emergency to her attention: the bat’s decided on a new, and already occupied, belfry; the beavers’ dam gained several leaks over night; and Henrietta lost one of her eggs. The emergencies had assaulted her all morning, keeping her frantically moving from one problem to the next. And that’s all forgetting the pouring rain that had been soaking her all throughout. Finally though, she had managed to secure some time to herself.

With a contented smile, she relaxed in a chair as some tea slowly cooled to the temperature she liked. She was dry now, and Angel bunny was asleep upstairs; he would be out for a good two hours or so for his afternoon nap. Luckily, she had managed to find a cherry that met his overly specific demands before it was his lunchtime. Then she had dealt with the unfortunate egg incident. Thinking about those poor chickens made Fluttershy frown for a moment. At least it was all sorted out now. Henrietta would be more careful in the future. 

She casually read about halfway through the morning newspaper to an article on some strange phenomena discovered yesterday. Some ponies found a perfectly hemispherical hole burned out of the ground in the town square in the middle of the night. They weren’t sure if it was a crater or something else entirely. Luckily, nopony had been hurt by the incident.

Fluttershy wasn’t incredibly invested in the article, but it was still odd news. It looked like Mayor Mare had tasked Twilight with investigating the vandalism due to it likely being magical in nature. Maybe she should invite Twilight over for dinner? No. She didn’t want to impose. Especially if Twilight had other, more important plans. Fluttershy took a sip of the perfectly cooled tea. Mint was her favorite tea. And it was so relaxing. It helped cool her thoughts as she mused over her friends.

Fluttershy loved her friends dearly, but she wasn’t sure how they managed to put up with her. She wasn’t smart like Twilight or elegant like Rarity. She was nowhere near as strong as Applejack or as fast as Rainbow Dash. And nopony was like Pinkie Pie. Whatever plans her friends had for tonight would surely be more important than a quiet dinner alone with her. She would just wait for them to invite her over. Fluttershy took another calming sip of tea as she mused. It was safer this way.


Still, that left her afternoon and evening open. She would have to feed the nighttime critters, but that could be done later. She surmised that Angel would be much less grumpy when he woke up from his nap. Perhaps they could have a nice tea party. Lost in thought, she barely noticed a surprising sound from her door - somepony was letting themselves in. Fluttershy quickly turned to see who her unexpected visitor could be.

She reeled in confusion as she watched herself push open the door, gracefully stepping inside to shake off the soaking rain. This was a new experience for her. She was already sitting inside her house and having some nice tea when the door opened and another Fluttershy stepped in. While Fluttershy had been previously enjoying her relaxing minty tea, this new out of body experience became simply too much for her to deal with. She calmly put down her tea, blinked twice, and fainted with a slight squeak. 

Fluttershy’s identical twin sighed and calmly walked to the teapot to pour another cup for itself, drinking as soon as the cup had been filled. It began to softly hum as it prepared for Fluttershy to wake up.


()()()()


Fluttershy opened her eyes and found herself in an odd position. Her arms were bound to something, keeping her dangling in the air. She could see her other self sitting at the table drinking tea. The other pony was reading the newspaper, seemingly absorbed by whatever was written in it. The pony looked exactly like Fluttershy. Surely there was some explanation for what was going on.


“Excuse me...” Fluttershy mumbled quietly.


The other pony just continued reading the paper and sipping tea. While the situation made Fluttershy uncomfortable, she decided that she needed to be more assertive. This was her own house, after all. She took a deep breath and squeaked out just a little louder, “Um... Excuse me...”


The pony glanced over its newspaper and gave Fluttershy a passive, appraising stare. Fluttershy winced as the other casually set down the newspaper and the teacup. This other pony moved cold and confidently. It was scary.


Keeping her eyes closed, Fluttershy heard a soft voice as the other walked slowly closer. “I’m sorry. I didn't mean to ignore you. I just didn't hear you the first time. I know you're scared, but it's important we do this. He is coming, and He needs us to bring Him back. You don't know what I mean yet.” Fluttershy peeked from her closed eyes as the other pony smiled and gently kissed Fluttershy on her forehead. It sweetly continued talking and looked Fluttershy in the eye. “But you will soon enough...”


Fluttershy's eyes opened wider as she realized what the pony had said. Whatever this thing was, it was confused. Its voice sounded like hers, but it acted bold and more driven. The oddest part was that what it was saying sounded like crazy pony talk.

Fluttershy knew why it looked like her. This was a changeling. Changelings were awful creatures that pretended to be somepony you loved. Once they gained your trust, they would slowly drain your love to feed themselves. This would leave you an empty husk. Flutters started to hyperventilate. Was it going to drain her? Or just kill her and drain her friends?

“Awww.... It's okay.” The creature warmed up immediately, its motherly side coming out as it gave Fluttershy an awkward but comforting hug. “I promise that you'll like it. More than anything.” The other giggled and relaxed against Fluttershy.  It’s voice was soft and distant as it spoke. “I wish I was in your place right now.” It pulled away and looked at Fluttershy with an odd gaze, searching Fluttershy's eyes with wonder. “About to receive the Lord's Smooze for the first time, and then reliving the experience over and over again. If you knew what I knew, you'd be so happy right now... I am.”

Fluttershy gulped. She needed to stop this. This thing was dangerous, and had invaded her house. It seemed to be confident, but it was clearly crazy. And it sounded like it wanted to hurt her or something. Maybe it was lost since their evil queen had been defeated? Or maybe it was here because the evil queen was looking to get revenge. 

She needed to be assertive. If not for her, then for her animal friends. She puffed up and stared at it with intensity. “No. Let me go and get out of my house. Please. If you don't mind.” Fluttershy felt her brief bout of self assurance fade away as the crazy pony stared back. Fluttershy had to break eye contact, the other pony's gaze made her nervous.

It was trying to scare her. How did changelings work again? Hadn’t the evil queen gotten to Cadence and Shining armor somehow? It had convinced Shining Armor that it was Cadence, and it had tied Cadence up under ground. Fluttershy dreaded the idea of being abandoned underground while the changeling fed off of her friends and family.

“Oh Fluttershy... aren't you tired? Tired of being ignored, of not being important?” The monster smiled warmly and its features seemed to ripple in an odd and unnatural way.

“Please let me go...” Fluttershy was getting increasingly uncomfortable, this creature was bad. She could tell. She was good at reading others, and this monster made her feel very unsettled. This was not a good pony who had made some bad mistakes. This was a bad pony. There was something very wrong with it, some unidentifiable thing that scared her deeply in a primordial way she didn't understand. Fluttershy was absolutely terrified of this pony.

“I know you’re scared, Fluttershy. I really do. I know these things.” It leaned close and forced her face to face as it studied her. “I know exactly how you feel. And you’re going to share that with me.” Fluttershy’s panic reached a crescendo as her eyes seemed to forcefully lock with this monster’s. It was clearly not a pony, its pupils were slightly the wrong shape and quickly flickered back and forth as it searched her.

Fluttershy whimpered. This monster was going to eat her, and then eat her friends. She couldn’t let it do that. She had to save them. Her friends were too important to become just a meal for a changeling. Fluttershy forced her eyes shut for a moment and reigned in her fear. She needed to be assertive, so she opened her eyes and glared forcefully at the monster. They had beaten the changelings once, she could do it again.

“Now listen here! I don’t know what you think you’re doing, but you can’t just come into some other pony’s house and tie them up!” Fluttershy stared unblinking at the faux pony. She had to convince it that it was in the wrong. “I don’t know what you want from me, but this is the wrong way to get it. You can’t treat ponies like this!” She kept up her stare, fixing her eyes on the changeling. “Now, are you going to let me go?” Fluttershy’s voice took an almost threatening tone.

It froze for a second, all of it becoming perfectly still under her glare. It’s eyes were locked with hers, and had stopped their frantic flickering. Fluttershy spoke up louder, “Well?” 

It kept staring at her, silently trapped in her gaze. Then, it did something abhorrently strange. The black pupils in its eyes shrank to nothing, and its green irises grew larger. Its eyes looked very assuredly not like a pony’s when it frowned and tilted its head to respond to her question. “No.”

Fluttershy redoubled her efforts, and refused to blink. “Don’t you realize how wrong this is? You are being a very bad pony!” She had to do this.

“Do you think so? Because I don’t. I’m doing what I need to.” It sounded determined, and Fluttershy began to worry. “What if I could help you?”  The pony stared back into her eyes, unblinking as it’s eyes became fully green. It’s tone had shifted to hopeful, but what it said hadn’t made Fluttershy more comfortable.

She gulped, straining to keep it locked in her gaze. It’s eyes were so strange and distracting. They made her feel nervous, and her voice began to falter. “I... Don’t want to be helped like this...” Fluttershy started sweating, the strain getting to her. “Can you let me down so we can talk? Please?”

“No. It has to be this way. I’m sorry Fluttershy.” The strange pony’s frown warped into a determined smile, and it placed a hoof on the wall next to her head as it leaned in closer.

Fluttershy strained as her stare faltered. She blinked. It hadn’t worked. “Please... don’t.” She was terrified, and her eyes nervously refocused on its arm, planted firmly next to her head.

“Please don’t what, Fluttershy?” The changeling licked Fluttershy’s cheek, taunting her.

Fluttershy forced the words through her mouth. She didn’t want it to end like this. “Don’t... Don’t eat me.”

“Oh, Fluttershy.” The creature spoke dismissively as it used its other hoof to force Fluttershy to face it again. She locked eyes with it unwillingly, feeling trapped in its bizarre stare. “I’m sorry, but I am going to eat you!” Fluttershy felt lost in it’s eyes and she understood. It was going to eat her. It had told her exactly what it was going to do to her with a maniacally happy grin. And she wouldn’t be able to stop it.

It kept talking as she was locked in its gaze, the fear cascading through her like a river. The changeling licked its lips and grinned insanely wide as it cheerfully spoke. “I’m going to eat you again and again.” The creatures smile faded into a more caring look as it lightly kissed Fluttershy’s nose, and then spoke in a low tone. “You’re going to love me.” 

Fluttershy started to shake uncontrollably as her terror found no outlet. She couldn’t break from the creatures commanding gaze.This wasn’t just a changeling, it was a hunter. And she had been caught. She couldn’t even breathe. It would drain her of love, and use her to get to her friends, consuming each of their emotions. Fluttershy’s burning eyes were stuck wide open, her body frozen in terror as tears flowed freely from them. The monster, and her fear, wouldn’t allow her to blink.

“But that’s later. For now, I just need to prepare you. So Let’s think for a moment. I have a proposition. What if you never had to bury your friends again? What if there was some way you could keep them with you forever? I can give you that. I want you to think about it. Angel bunny is your closest friend, and when his time comes, are you going to bury him like all your other friends? I sure didn't. I saved him. He helped me.” The monster stared at her intently, smirking slightly.

Fluttershy’s eyes stung sharply, and tears were staining her face. The monster blinked. When it opened its eyes they were normal, just mirrors of Fluttershy’s pretty aqua eyes. Fluttershy gasped for air, finally free to cry. She clenched her burning eyes tightly closed and looked away from the monster. It watched her curiously as she sobbed. 

“Well, you can think what you want. I don’t know... everything. But I know this much.” The creature pulled away from her, smiling from a few steps away. “You're scared. Terrified, actually. I want to give you what I came to give you. I want to give you the Smooze.” The monster puffed up a little. “And once I’m done with you, you won’t ever have to be scared again.” It seemed quite satisfied by saying that.


The other pony frowned a bit in thought after a moment. “But you're not ready yet. First, I have some lessons for you. Once your mind and body are ready you will be His vessel, too.” The other pony closed her eyes and shuddered for a moment. From this close, Fluttershy could see an odd ripple run through its body. The changeling looked like some bizarre jello mold of a pony, and the sight made Fluttershy’s heart ache with despair. A monster had caught her. “But first, we have to learn some things...”
	
> Lesson 1
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Lesson 1 – Still beating


Fluttershy did not like the creature. It had moved her quietly to a cellar in her shed and taken her place in her house. She had tried to escape, but the other pony was monstrously strong, picking her up like a simple doll. Her animal friends couldn't tell the difference between her and it. Even Angel Bunny had happily taken his dinner from it. Fluttershy had spent the afternoon quietly sobbing through a gag the other had secured in her mouth. It had been hours.

One of the oddest things was the room she was in. Her shed was a simple affair; it existed to house supplies for the animals, nothing more. Her animals were not allowed inside for that very reason. Something her shed had never had before was a cellar. Yet here she was. The cellar was small and smelled like fresh earth.  It was shaped like the inside of an egg, except instead of smooth walls it had strange semicylindrical grooves that spiralled out from the floor. It was just big enough for her to fit in, and felt like a newly dug grave.

Fluttershy was still trapped. Something heavy had been placed over the makeshift door in the floor. She felt her heart beating rapidly out of control as fear took her over once again. She was having another panic attack. It had happened to her a few times so far. The fear built up until she couldn’t control it, and she would desperately try to escape. Her arms and legs were bound to something, but she used her wings to pound frantically against the wooden floor in the desperate hope that somepony would hear her.

Eventually fatigue set in, and she watched the hatch with teary and tired eyes. as she calmed down just a little. Surely her friends would notice, right? Fluttershy began to cry. All of her friends would think the other pony was her. Even her animal friends thought it was her. Fluttershy sobbed through the gag as she imagined what was going to happen. 

The other pony was going to be nice at first, feeding her little friends. But then, it would get them. One by one, her friends would become nothing but meals for the changeling. Even Angel bunny would be drained. Maybe it even had more friends waiting; more changelings that were going to replace the ponies she held dear. All while she was helplessly trapped underground. Fluttershy felt another panic attack coming on. 

Late into the evening a thumping sound declared the arrival of the other pony, her crazy captor. The door opened and Fluttershy was easily hefted out of the hole, the strong monster simply picking her up with one hoof. The creature held her up by her two bound front hooves with no visible effort. Fluttershy just hung like a rag doll, her eyes red from crying and her hair messy from her struggles. She was too tired and scared to struggle or argue.

“There we go. Isn’t this better? I was worried for a little bit. I could hear you thrashing against the wooden floors when Twilight was over. Even though I knew it couldn’t happen, I was concerned that she might hear you. Luckily, I was the only pony with good enough ears. I invited her over to dinner since you wouldn’t. ”

The pony gave Fluttershy a happy smile. “She’s coming over later this week for another chat.” Fluttershy started to cry. Twilight had came over and hadn’t noticed anything off at all. The monster was going to eat her friends.

“Just a second, I have to put something back.” The crazy creature bent over and spat into the earthen hole. Fluttershy couldn't see it, but she heard the gross wet splat when it landed. Fluttershy cringed at the other pony’s awful manners. “Come on. I know you don't feel very good right now, but we have some things to learn. Off to the Everfree Forest we go.”

To travel, the monster simply draped Fluttershy over its back and flew out the door. Fluttershy was amazed that the strange changeling could fly so well in the dark with a bound pony on its back. Maybe this was something changelings did a lot of? The thought made her nervous, and she was also terrified that she might fall. “Don't worry. I won't drop you.”

“Mmmphhph...” Fluttershy forgot for a moment that her mouth was gagged when she tried to respond. Instead of worrying about the gag, she simply held on with what control she had. She didn’t know what the changeling planned on doing with her, but she didn’t want to fall to her death.

They landed deep in the forest, by a luminescent lake that was beyond Fluttershy's familiar territory. She had been here once before, trying to help Twilight gather some of the glowing algae that grew in the lake. She might be able to find her way home from here. The changeling gently put her on the ground near the shore. “I know you're going to try to run away, so I brought a little something to slow you down. Don't worry, it's for your own good.”

Fluttershy felt a rope secure itself tightly around her back right leg. The monster threw it over a tree and tied it so that her leg was suspended in the air, keeping her on her back. Fluttershy struggled to fly away, but upside down and without her legs to help she was grounded even without the odd tether. 

The creature looked at her with false concern. “Aww... It's okay. I'm going to untie the rest of your bindings, okay? Now be a good pony and hold still. Mama Fluttershy is going to get you out of those.” Fluttershy winced as it used her name. She was being replaced.

The experience was eerie and surreal for Fluttershy. Her evil twin spoke gently and moved carefully, all while illuminated by the creepy green lake. It was some kind of nightmare; she was being coddled by a disturbing copy of herself deep in the Everfree.

Fluttershy wanted to close her eyes in fear, she wanted to curl up into a ball and whimper until the problem went away. But the other pony was moving her around, gently nudging and rolling her as it delicately removed her bindings. And it was strong, terrifyingly so.

“There we go. All better. Now stand up for me. That's a good girl.” The changeling gently picked her up and put her on her hooves, the three that could find the ground. Her other hoof was held not uncomfortably up by the tether. This raised hoof kept her from walking much, and made her feel heavier than she thought she should be.

“Mmphph?” She mumbled quietly through the gag.

“Oh! I'm so sorry. I'll get that right away! Now hold still.” The monster leaned over her and began undoing the hefty straps that held the gag in. It then put the gag on the ground as Fluttershy stretched her jaw and spit out some unpleasantness that had been building in her mouth.

She worked up the courage to speak quickly. “Umm... Thank you... But could you please let me go. I'm... scared.”

The other pony looked at Fluttershy and put on a patronizing smile. “I'm sorry. I can't do that. I would let you go if I could. Maybe.” She flashed an oddly predatory grin at Fluttershy and Fluttershy gulped. “But that's one of the things I need to teach you. I need to teach you that you belong to Him. So I can never let you go. You can never escape. I'm sorry.” The pony didn't seem sorry; if anything it seemed giddy.

It backed away from the terrified Fluttershy and appraised her. “Hold this pose for a moment. I want to see where you are.” It walked slowly around her, gazing at her body. Fluttershy followed it with her head, but kept her hooves firmly planted. Mostly due to fear. “Can you please raise your tail a little? Actually, all the way. I want to see your delicate bits.”

Fluttershy simply stood in shock as it waited calmly for her response.  Up until now, she hadn't been sure how changelings ate. She had guessed, but she hadn't really wanted to know yet. She hadn't really considered how it would eat her, she was just concerned that it would. Fluttershy froze, unable to respond as she began to panic. 

The changeling walked in front of her and caught her gaze, locking eyes with her. It smirked at her as it spoke. “It's okay, just relax. I just want to look. I'm looking for Him. I'm not going to bite you or anything.” It sat down and stared at her.

Fluttershy seemed to relax a bit, feeling her panic wear itself down. The other pony hadn't made any move to force her, not yet, and it's eyes were oddly soothing when it stared at her like that. Still, there were some things that polite mares just shouldn't do. “No. I don't want to do that.”

The other pony seemed completely un-phased by her response. “Fluttershy, I know you're a smart mare. Who's out here right now? It's just you, me, and Him. And He wants me to look at your pussycat. I belong to Him, and you belong to Him. So we are going to do what He wants.” The pony stated this as though it was the simplest thing in the world, a basic fact of existence.

Fluttershy was unnerved by its eyes, but not swayed by its rambling. Even for a changeling, something was wrong with this pony.  “I'm sorry. You're crazy. I can get you help! Please let me go. We can go see Twilight and she can help you. I'm sure you're normally a very nice pony... thing.” She put in a smile with a squeak to help convince the strange mare. All this creature needed was help, she was sure of it, and Twilight could help. One way or another.

“I knew that wouldn't work, but I had to try,” The pony seemed tired at first, but it's voice got stern quickly. “I'm going to be very clear now, young lady. He is with me, and He's telling me to look at you. I live for Him. If I could, I'd die for Him. He owns you, and you live and die for Him as well. Do I make myself clear?” It eyed Fluttershy with one glaring green eye. She felt its alien gaze bore into her, and she could see how it would force her. It would be painful.

Fluttershy wilted under its stare. It was threatening her. It was a vicious monster and stronger than her. She was going to do what the scary crazy changeling said. She took a deep breath to calm herself down. “O...okay. I'm sorry.”


The crazy pony looked apologetically at her. “It's okay Fluttershy. You'll learn quick. Trust me on that. Now do it.”


Keeping her eyes closed and breath held, Fluttershy slowly lifted her tail up into the air. She felt her heart beating a mile a minute. She felt awful. She was in the middle of the woods, showing herself to some crazy pony. Fluttershy felt her ears fold back and her face flush. 

She felt tired, and wanted to throw up in disgust. Slowly she opened her eyes and took a careful breath as she fought back the bile that was rising in her stomach. She couldn't see the other pony, which meant it was behind her. Staring at her. Staring at her dirty parts.


Fluttershy felt exposed. She felt weak and helpless. Shame and guilt began to fill her mind as the other pony took a sniff of her. As the air blew over her exposed backside she failed at fighting back her nausea, and threw up into her mouth. She spat the foul substance to the forest floor with a wet splat. The purging didn’t make her feel any better. “Spread your legs. Stretch them apart, and stretch your tail up. He wants me to see more of you.”


Fluttershy shuddered as she realized she wasn't going to fight back. She was so weak and it was so strong that she had no chance. She slowly turned her guilt stricken face to question the creature bossing her around. ”Like...Like this?” She eyed the monster as she spoke and stretched. She felt her insides open up just a little and her tail strained as she balanced on her two legs. Her face only showed shame and her body showed everything it had to offer. She felt like she was going to throw up again.


“Oh that's wonderful.” The other pony was smiling broadly at her. “Thank you. That's all I needed. That wasn't so bad now was it?”


Fluttershy felt horrid, drained, and humiliated; but decided to appease the changeling. “No.” She put her hooves down and lowered her nervously shaking tail, keeping her unpleasant feelings to herself.


“We're going to call that ‘Sharing.' So whenever I tell you to ‘Share with me’, you do your best to show me your body. I want to see all of my kitty, from its whiskers to its tail. Okay?”


Fluttershy cringed. “O... okay.”


“Now let’s do it again!” The other pony sounded excited. Fluttershy watched it walk around and lay down in front of her. It looked up at her expectantly. “Alright. Share with me!”


Fluttershy slowly turned around, and closed her eyes. She lifted her head at the same time she lifted her tail, pretending she was alone in her room. The other pony spoke up in a dissatisfied voice. “Not quite. Squat a little and spread your legs. I’m down low, so I need a good view from this angle. Also, really lift your tail. I want to see all of you, not most of you. And try to be faster next time.”


Fluttershy meeped at the retort. She let her head hang low and spread her legs. Her tail hurt a little as she stretched it as high as she could go. She felt a cool breeze tickle the interior of her exposed flesh, and blushed. “Oh yes. That’s much better. I can even see inside.” The pony was quiet for a while and Fluttershy’s blush deepened. It was just back there, watching her. What could it be thinking about?


Eventually it walked around into her field of view again. Its eyes were green and strange as it met her gaze. “You can relax now.” Fluttershy felt her tail drop, and her legs straighten out. She was still shaking from nervousness. The other pony silently stared at her with a soothing smile, and for some reason Fluttershy couldn’t turn away. Suddenly, it grinned deviously and shouted, “Share with me!” Fluttershy panicked and rapidly moved to please it.


They spent the night with the other pony telling her to “Share” from different angles. Fluttershy would do her best to appease the other, turning and twisting to give the other mare the best view of her most private places. And then she would get to relax for a minute.


At first, Fluttershy fought her own guilt and shame. The pony kept egging her on, telling her to be faster, or giving her advice on how to display herself better. A bit later, she had stopped shaking from her nerves. After a while, she was more worried about fatigue. It was difficult work stretching and moving her body like that while she was tied by one foot. More than once she had to get creative after she fell on the ground, using her wings and available legs to display herself to the other pony’s satisfaction.


After a few hours, she didn't feel any shame at all. She just felt tired, trying her best to do as the other mare asked. And every time after, she would relax and the other pony would calmly stare into her eyes until it was time to try again. Eventually the other pony began trying more vertical angles, challenging Fluttershy to get creative. 

Fluttershy soon started moving rapidly and providing the best view she could without any coaching at all. She didn’t even have to think about it.  When Fluttershy began to feel accomplishment instead of shame, she failed to realize exactly how wrong that was.
	
> Lesson 2
> --------------------------------------------------------------------------


Lesson 2 - Portable Portents and Potable Potions



Fluttershy was exhausted. She had been moving and twisting for hours, and her whole backside was sore. All of it. Not to mention her leg that had been tied since early in the night. She desperately needed a break. “Excuse me...Miss?” Fluttershy asked questioningly. The changeling had been demanding, but hadn’t been cruel. Lately.

“Alright. I'll untie you. Hold still.” The creature reacted without being prompted. As though it knew what was on her mind. Fluttershy just relaxed as it undid her leg, finally allowing her to stand on all fours. “Good, you don't look hurt. Now don't run away, you're tired and mangy. I'm faster and stronger anyways.” The other pony turned her back to Fluttershy, quietly gazing at the lake.

Fluttershy knew the pony was crazy. The way things were going, it was significantly more dangerous than the Everfree Forest. She had to get away. It seemed to be contemplating something, as though it was distracted and lost in thought. It had just warned her not to run, was this a trap?


Fluttershy had to escape, it didn't matter if this was a trap. If she could just get into the underbrush she would be fine. Fluttershy was actually a master of disguise, and the forest was one of the places she spent a lot of time at. Just not usually at night. Even though they were deep in the forest, she would be able to make it back home safely. If she had to, she could even pretend to be a tree. Fluttershy quietly tiptoed around, and then bolted.


The creature didn't respond. Fluttershy ran into the underbrush ruining her mane and tail, and putting as much distance between her and the crazy changeling as she could. She made it. Now that she was in the forest proper, nothing could catch her. Nopony knew the forest as well as she did. She might not have come here often, but she could find her way home, or at least to one of her friends houses.

“Share with me.” The command came calmly, quietly and confidently. It rolled through the air and into Fluttershy's body like a force of nature, relaxing her legs and lifting her tail. Her body responded as naturally as it did to gravity. Before she knew what she was doing, she found herself spread wide with her rear end facing the other pony. Whisker to tail, her evil twin could see it all.


Fluttershy felt exhausted, frustrated and angry. Her body seemed stuck in place, so she turned her head to glare at the other pony. Her face was completely neutral; it could have been a look of disgust, anger, or quiet contemplation. She just didn’t have the energy to cry anymore. (NOTE 21)

“I'm sorry. I said you could never escape. I know what I did to you was kind of underhoofed, but I had to show you. You belong to Him now. We both do.” The pony had a look of amusement. It made Fluttershy angry. “I’ll teach you that trick later. It will be a different lesson though.”

Even though her body couldn't move, Fluttershy still could protest. Angrily. “No! This is wrong! You can't just go and claim ponies as yours. I want to go home, I want you to go away, and I don't want to hear about ‘Him’ ever again! You are a terrible, horrible pony. You are sick and need help. I can get you help.” Fluttershy's voice softened, “Twilight, she can help you. She's friends with the princess, They can help you with anything. Please. Get help. I'll help. It's for your own good.” Fluttershy turned her head away and felt the cool air dance across her nethers. She wasn't in a very good position to argue.

The other pony sighed. “Then I'll explain my actions more clearly. I am you. I belong to Lord Smooze. I willingly gave myself to Him when it was time. You will, too. You are me and I am you. All times exist at once, and He exists in all times, so time is irrelevant to Him. Because you willingly give yourself to Him, you belong to him. The 'When' doesn't matter, just that you do at some point. I know you think I'm crazy, because I thought the same thing. It's not important to believe me, just to obey me. And I will  ensure that you obey me.” The pony stood confidently, daring Fluttershy to challenge it as its eyes took on an alien hue.


“But that... doesn't make any sense.” Fluttershy was confused. She understood some of what the other mare was trying to say, but it was truly insane rambling. This poor creature was convinced it worked for a monster from a Dream Valley fairy tale. Those were stories for foals. What had happened to the changeling to drive it to this sort of insanity? For all it had done to her so far, Fluttershy felt a twinge of sadness for this twisted creature. 


“Like I said, it doesn't matter,” the confident looking pony walked up to Fluttershy and put its nose up next to Fluttershy's delicate folds. All that matters is what you do in this world, and what you...” Fluttershy felt something warm, wet, and textured drag across her virgin lips. The other mare's voice became sultry and low, “Experience for Him.”

An electric shock ran through Fluttershy as her exhausted body felt contact with another mare's tongue for the first time. She needed to run, to fight, to struggle to escape. Instead, all she could do was release a quiet,”Meep.” She felt tingly and numb as her flesh cooled from the tongue, her body seemed unsure of what to make of the contact.


Fluttershy struggled to come to terms with what was happening. She needed a moment.”Wait! Please... If you don't mind.” She felt her limbs relax and she could move again. Fluttershy turned to face the mare, avoiding eye contact. “Please don't... Please don't do that.”


The changeling was making a goofy face, keeping its tongue hanging out lewdly. The tongue slowly slurped back into its mouth, and the monster lowered its eyes into a predatory look. ”You don't want me to do this right now, Fluttershy.” The pony hungrily ran it’s tongue across it’s lips. “But I promise you that in a few minutes...” It leaned in close and Fluttershy whimpered, “you won't want me to stop.”


Fluttershy tried to get away, she really did. She struggled to run, but the other mare was stronger and faster. Fluttershy found herself pinned to the mares stomach by large cream yellow wings. Somehow, the pony had lain on its back and positioned Fluttershy so it would have easy access to Fluttershy's personal parts.


Fluttershys limbs burned from fatigue. She had been doing what amounted to creative squats on three legs for hours. Now that her legs had a chance to relax, she couldn't find the strength to push through the wings that pinned her to the other mare. She collapsed into the other mares grasp, as it wrapped all four of its legs around her. It's limbs felt like iron bars; she was trapped.

“Please stop. Please don't do this. Twilight can help you.” Fluttershy was begging. She didn't want to be raped on the forest floor by an insane changeling. Her heart was beating like a hummingbird and she could feel the other mares powerful body give her a light squeeze.


“Twilight will help us eventually, but I need to help you first, Fluttershy.” The words came low and growling. Then, softer than a whisper, she felt the next set of words more than heard them. They traveled through her body before they reached her ears, and Fluttershy knew what they were before she heard them. “Now, ‘Share with me.’”


Fluttershy's tail strained to lift and her legs spread wide. Fluttershy faintly whispered “No...” as her body pushed itself into the warm and wet tongue that was waiting to taste her budding flower. Fluttershy wanted to hide in shame, to bury her face. But her body wouldn't listen. Instead, she was locked in place, head held high as she was tenderly raped underneath the stars.


It started slowly, the warm rough tongue eased across her lower lips. It left a trail of saliva as it caressed her tender flesh. Fluttershy had never done anything like this before. She had always been surrounded by her animal friends, and never had really had the time or drive to do this sort of thing. As she stared at the stars, she felt the tongue reach the top and then change directions. The gentle touch felt nice. It was warm and comforting in a strangely familiar way for her. Like it was the most natural thing in the world.


She didn't want this. “Please... Stop.” It felt like some important feeling was breaking inside of her. She didn't know what it was or how it was important. She just knew it wasn't supposed to be like this. Scared and confused, Fluttershy begged. “I... don't want this. I don't want to feel like this.” Her eyes were wide and teary as she waited for a reprieve that wasn't to come. She heard the monster mumble something into her folds. It was muffled and quiet, but she understood nonetheless.


“Yes you do.” She could feel the body underneath her, it's heartbeat almost as fast as her own. The monster’s hot breath washed over her nethers, warming her. She imagined the creature, its familiar grinning face buried in Fluttershy's own tender flesh. The wings holding Fluttershy gave her a squeeze in tune with the tongue's rhythm, and Fluttershy let out a quiet moan. Her tears started to fall as her body began to betray her mind.


The salacious pony ran her tongue further up and down Fluttershy's blooming flower, catching a soft nub at the tip. Fluttershy shuddered when the pony flicked it at the end of a stroke. Rivulets of water ran down Fluttershy's face as she tilted her head back and let out a pained cry. The constant attention was doing something to her, something she didn't want to admit to, but the other pony unavoidably noticed. She was getting wet.


Fluttershy felt the tongue easily part her lips.”I don't...” It slid between the walls, invading her flesh. “Want...” The tongue went deep, swimming in Fluttershy's body. “This!” Fluttershy accidentally screamed as her body jolted from the penetration. She felt that deep emotional thing break; it was her heart. The other pony pulled its tongue out of her slick crevasse, and returned it to licking her outer lips. Now it was slimy, thick with Fluttershy's own arousal.


Fluttershy’s panic reached a crescendo and she screamed in frustration. She began to kick wildly with her hind legs, struggling to escape and shouting for the other pony to stop. The kicking was futile. The horrible pony had it’s head buried deep inside her thighs, beyond where her legs could reach..


The well lubricated tongue picked up the tempo, crashing up and down her clit. Fluttershy was exhausted, she couldn’t fight anymore. Her body was losing its strength and her struggles became weaker. Her voice was getting ragged from the crying.


The determined changeling was relentless in it’s assault. A suckle on her fleshy nub would send an unwilling jolt of electricity through Fluttershy. A lick would make her shudder. And the monster’s lips were nothing short of some kind of horrible black magic, intent on killing her with noxious pleasure. Fluttershy begged one last time, a quiet plea against the oncoming storm. “Stop! Please...” And to her surprise, it stopped.


The other pony pulled away, leaving a string of arousal stickily connecting her to Fluttershy's shame. “You want me... to stop?” It gave her a quizzical look.


“Yes. Please. I do.” Fluttershy tried to be very clear, this was the first sign of progress she'd had. The pony was listening to her instead of rambling insanely and Fluttershy wasn’t able to think very clearly. She had to be direct and concise.

“Then I will.”


“Oh thank you!” Fluttershy was relieved. She still felt hot and light headed, almost dizzy. She needed to lay down for a moment. Her body relaxed  as she collapsed on the changeling again, this time taking deep breaths and just feeling the creature’s own heavy breathing.

Fluttershy was surprised at how warm its body had gotten. It felt so strange, being held like this. She was still being held tightly, but that was okay. The worst was over. Her ears flicked back as she heard the creature say something.

“As soon as I'm done fucking you.” The voice sounded sadistic and gleeful.

“What?” Fluttershy had barely understood what the monster said. But she felt the change as it buried its snout back in her body. It forced itself into her moistened depths, licking and suckling her flesh. Fluttershy shuddered as it pulled her tightly into the renewed assault. “No...” Her eyes opened wide as powerful legs forced her head down, face first into the monster’s own dripping core. Fluttershy cried as she began to smell and feel the changeling’s arousal, slick across her face.


It was smooth and slimy at the same time, the feeling burning hot across her cool face. The smell was musky and overpowered her other senses. She could see the pulsing pink skin buried under its yellow coat. It made Fluttershy feel dirty, seeing the other pony’s raunchy body up so close. Fluttershy closed her eyes and shuddered, pretending she was elsewhere. A little of the wet slime slipped into her mouth and she nearly gagged.


It tasted slightly salty and slightly bitter. By itself it was not particularly bad, but Fluttershy was grossed out by where it came from. She tried to spit it out, only to get more in her mouth. The texture was incredibly smooth, making her mouth feel almost oily. Fluttershy continued crying.


The pony kept up the molestation, gently nibbling and sucking on the outside. Sometimes, it would roughly invade her, causing her to “meep” in unpleasant surprise. It was working into a rhythm, rocking Fluttershy's body with the power of the tongue’s assault. To Fluttershy's indescribable horror, she found herself anticipating each movement, pushing gently to meet the tongues advances. The most awful part was how sinfully wonderful the whole thing felt.

Fluttershy was feeling hot, and was having a hard time breathing. She began to gasp in squeaks, her voice in tune with the other pony's thrusts. Her gasps were slowly becoming moans, and more of the other pony's greasy juices were contaminating her mouth. Fluttershy started to swallow some, feeling the oily substance coat her throat as it went down. The thought of what it was made her gag a little.


Emotionally, Fluttershy was a wreck. Her mind needed this to stop. Her body needed this to keep going. She didn't seem to know what she wanted. One moment everything hurt and felt awful, the next moment everything felt amazing. Fluttershy hated herself for feeling that way. She hated that any part of her wanted this. And a part of her really wanted this.

A particularly good lick got her to thrust roughly and arch her back with a moan. “Ohhh.....” Fluttershy heard a condescending chuckle from her assailant, and bowed her head back in shame. More and more, each thrust felt more good than bad. Each little movement began to send tingles of pleasure through her. Lightning bolts of ecstasy would arch through her back, tearing a path through her ravished body to reach her brain.


Fluttershy began to have a harder time thinking. Everything felt so good. Every breath, every movement, every hot thrust. As her moans became louder and her breath quickened, Fluttershy stopped worrying. She stopped caring about why she was here, and only focused on the fact that her body was a bundle of nerves. A particularly wonderful bundle of nerves.


“Oooh....” She moaned, then let out a squeak. All of this feeling was more than she knew how to handle. She wanted more of it. “Ooah...harder...” She didn't even hear herself say it, the word was deathly quiet. Even so, the other pony responded by pushing into her with an increasing ferocity. The devious creature knew exactly what she had said, and was doing as Fluttershy requested.


Fluttershy's moans became loud squeaks as something took over her. Some wonderful thing that had been quietly building crashed down within her. Her muscles spasmed as she arched her back and stared at the starry sky, her mane flinging wildly in the night. Fluttershy squeezed the other mare as her wide eyes filled with wonder, her face covered in oily fluid and tears.


Unbidden, she called out to the darkened evening. Fluttershy was in ecstasy, and all of the Everfree could hear her. The other mare stroked her roughly, matching her intensity to Fluttershy's euphoria. Fluttershy kept crying out, louder than she had ever been. Something was happening to her, something she didn't understand.

Her heaving breaths slowed down and the other mare relaxed as well. Fluttershy quivered and shook, her body tired and sore in places she had never thought could get sore. As she began to think clearly, Fluttershy became increasingly disgusted with herself. How had she done that? Why had she lost control like that? She felt dirty and sick. Fluttershy rolled off the changeling and curled up into a ball on the forest floor. She began to cry.


The monster moved on top of her, and Fluttershy shirked from it. It’s touch made her skin crawl. “Shh... I know this doesn't feel good right now, but you'll get used to it. You and I? We are going to have lot's of sex Fluttershy. It will get better, I promise.” the other pony began to stroke Fluttershy's mane. “The sex, and the feeling afterward.”


“Go away.” Fluttershy just wanted to be alone now, she didn't want to see or think about the horrible creature. She just wanted to be sad and by herself.

“No. Tonight, I taught you that Lord Smooze owns you. You might not have fully learned the lesson...” The changeling laid down on Fluttershy, denying her the space she wanted and whispering into her ear, “but we'll have time to drill it in later.”


Fluttershy’s mind recoiled at what the other pony was saying, and how it was being said. It sounded like the other pony was looking forward to the drilling. She pushed weakly against its body, fruitlessly trying to free herself. 


The changeling put it’s full weight on her, pinning her completely. “You belong to Lord Smooze. He can make you feel wonderful and awful, and he will. And I am his little helper. You will be too, someday.”


“All you did... All you did... was rape me...” Fluttershy was quiet, reserved and angry. She was disgusted at the thought of the monster feeding off of her again. 

“What I did wasn't important. You will have lot's of sex, Fluttershy. With me and others. The sex itself isn't important. What's important is what you felt. What we felt. At that moment, when you lost yourself in His ecstasy for the first time... You will remember it all, the wonder and amazement, the fear and guilt. You will remember it...,” The evil thing dropped its voice to a languid whisper, “Forever.”

Fluttershy shivered at the insane promise.
	
> Lesson 3
> --------------------------------------------------------------------------


Lesson 3 - Forget me not



Fluttershy had a miserable morning. Her evil twin had taken her back to the cellar, and she had discovered that it was now larger. Much larger. The other pony had thanked Lord Smooze, and then proceeded to secure Fluttershy to the wall. As Fluttershy numbly allowed it to tie her up, it talked to her.


“I don’t need to sleep anymore, but you still do.” The monster smiled at Fluttershy like it was the most caring pony ever. “I’m going to go take care of our animal friends, okay? Please get some rest. You’re going to need it.” And then the other pony left her, having to fly up to the door to escape the now massive cellar.

As Fluttershy watched the terrible pony fly through the trapdoor in the roof, she noticed something odd. It seemed as though the ceiling was shifting. It was moving back and forth in a mesmerizing and undulating pattern. It started to swirl, slowly pulsing in a pleasant rhythm. The psychedelic sight made Fluttershy feel dizzy, and just a little sleepy. Fluttershy began to feel tired as she watched the ceiling chaotically shift and blur. It felt as though the ceiling was alive. Her last conscious thought was that something was watching her.

Fluttershy dreamt as she slept. Strange gray ponies with no faces walked by her and whispered just outside of her hearing. They ignored her, whispering quietly and madly to themselves. She wanted them to hear her, but they simply would not acknowledge her. Fluttershy begged, pleaded, and even cried, but they would just walk past her. She had a rabid desire to not be alone. In her frustration she struck out at one, if only to feel it. Her hoof struck it, and dented the gray pony, leaving a mark on its shoulder.


All of the strange ponies stopped instantly, becoming deathly quiet and turning their faceless heads to her. Every single one silently watched her begin to panic. Fluttershy tried to back away, but they were all around her. They all took a single step closer, moving in unison. Fluttershy covered her eyes. Why had she wanted to talk to them? She was terrified.


She heard nothing but silence, so she opened her eyes once again. Every single pony was right next to her, their faceless heads mere inches from her own. She felt something warm and wet on her face. Something sticky and smooth. Something obscene. They screamed in unison with an unearthly shriek, opening cavernous toothy maws and lunging at her. That’s when Fluttershy woke up.


The trapdoor was opening as Fluttershy jolted awake. She looked at the pony with relief, and cried. She was still shaking uncontrollably from her terror. The other pony reached out to touch her face, and slowly pulled back a sticky hoof. Fluttershy was too busy crying to notice the flash of anger in its face. The other pony looked up and shouted at nothing. “She’s not ready yet! You do not touch her again until it’s time.”


Fluttershy was gently pulled off the wall and allowed to stand freely. She clung to the pony that had rescued her from her nightmares. “They... They were going to eat me...” She could still see their faceless heads, staring at her with their toothy mouths still open. They were going to eat her, devour everything she was and leave nothing left.


The strange pony took on a motherly tone as it comforted her. “Shh... It’s okay. It was just trying to say hello. It’s not very good at talking to ponies yet. It needs more time to be ready. So do you. It’s okay, Fluttershy.”


“They didn’t have... they didn’t have faces. I just wanted to talk, and they...  they didn’t have faces...” Fluttershy looked at the other pony in confusion. “Why didn’t they have faces?” She didn’t understand the creatures. They were empty of everything but hunger. She could feel it from them.


The changeling looked sadly at Fluttershy.”Because it doesn’t know that ponies need faces yet.” The odd creature seemed hesitant. “Don’t worry about it. It was just a bad dream. A very bad dream. Come on. I have some more lessons for us.”


Fluttershy was in a daze, recovering poorly from her intense dream and still feeling the haze of sleep. The other pony quietly and quickly led her back into her house. Fluttershy saw that it was evening again. Had she really slept that long?  How long had she been at their mercy? The pony led her up the stairs and into her own room.


Fluttershy’s bed was stacked with pillows, and the other pony motioned for her to lay on it. Fluttershy climbed up on her bed quietly, and looked at the other pony like a lost puppy. The changeling was strange, and probably evil. But it had a soul, some insane purpose that drove it. Those things had been empty, filled with nothing but a void that desired to consume all.

The other pony smiled kindly, and told her, “Not like that. Like this.” With that, the other pony lifted her up by her front hooves like she weighed nothing and gently laid Fluttershy on her back. Fluttershy numbly stayed in that position, she was terrified of those things. She knew the changeling was planning on feeding off of her, but couldn’t bring herself to care. That wasn’t as terrible as them.


Fluttershy found her back supported by the pillows, and her head propped up so she could see. The other pony leaned down and gently kissed Fluttershy on her snout as she secured Fluttershy’s hooves to something again, keeping her front arms secured up by her head. The pony then lifted Fluttershy’s hind legs and secured them up as well, leaving Fluttershy completely on display. Fluttershy would have struggled, but she was still scared and confused. And the other pony had such soothing eyes.


“Just relax, Fluttershy. We like this position. You don’t need to think about that nasty nightmare at all. All you need to do is relax. I even have a cup of your favorite tea to help you wake up.” Fluttershy’s twin smiled as it poured a cup of tea for her, and brought it to her face. Fluttershy numbly let it open her mouth.


It poured the cup down Fluttershy’s throat, and Fluttershy swallowed it. The tea was much too hot. It burned as it went down, she could feel it searing her insides as it made her way to her stomach. Fluttershy cringed, waiting for the pain to pass.


“I know it’s a little warmer than you’re used to. But the warmth will help wake you up. And after it hurts, it feels nice.” The pony leaned in and smiled deviantly at Fluttershy after it put the cup away. “Like a lot of things we do...”


The heat burned itself out, and her throat cooled, leaving nothing but the soothing mint sensation. Fluttershy felt a warmth in her stomach spreading through her body and easing her tense limbs. She let out a hot breath, and felt the pleasant mint sensation cool her tongue and her throat. The creatures had been scary, but they were just a dream.


“And that’s the way tea should be drank.” The other pony seemed pleased with itself, and took a long deep draught straight from the teapot. It then climbed up over Fluttershy and gently blew a hot, minty breeze across her face. The pony eased down and began nibbling on her ear with its still heated mouth.


Fluttershy felt it press their bodies together, the warmth it offered was comforting. She leaned back into the pillows, letting herself relax as the pony teased her ear and covered her body. “What are you doing?” She asked, curiously.


“Helping you forget that awful nightmare.” The pony kissed her ear lightly, making Fluttershy shiver. “There are some things we don’t need to remember.” Fluttershy felt a cool breeze as the changeling leaned back and took another deep drink from the steaming teapot. It held the tea in its mouth for a second and then swallowed, dropping to look Fluttershy in the face.


Fluttershy searched the creatures eyes. Even though they were green and alien, they were kind and beautiful. She felt weak as the other pony leaned in close. It was as though she was drowning in its soothing eyes, unable to breathe inside of them. Fluttershy could feel their hearts beating in tandem. Both ponies were excited, and Fluttershy turned beat red as the other pony pressed their lips together. Carefully, the creature opened Fluttershy’s mouth with its tongue, and Fluttershy’s heart fluttered as they kissed.


The pony’s lips were burning from the tea, and it’s tongue ran a heated exploration through Fluttershy’s mouth. She shivered when it found her cool tongue and then caressed her. Fluttershy’s mind was hazy as her mouth was filled by the wet warm air from the other pony. She breathed it in, sharing the hot breath the other pony had given her, letting the minty sensation soak deep into her lungs. Fluttershy felt as though she was melting into the bed and the wonderful pony was melting into her.

All too soon, the pony pulled away from their sweet kiss. Fluttershy wasn’t ready for it to end, she wanted to keep feeling the warmth of the other pony. She looked longingly at it as it picked the teapot back up and took another drink. Fluttershy could still taste its minty breath, she could almost feel the tongue when she tried to remember it.


The pony leaned back down and blew a hot breath over Fluttershy’s face. It made as if to kiss her again, but Fluttershy was briefly disappointed when the other pony went for her neck instead. The pony carefully bit her, gently dragging hot teeth across Fluttershy’s cool flesh. Fluttershy hummed in delight. It kept it’s ministrations up, dragging, nibbling and sucking it’s way slowly down her body with its warm and soft mouth.


Fluttershy would gasp and squeak as it teased her. A nibble there, a suckle here, it was electrifying. Fluttershy had never felt anything like this. It was like a skin deep sensual massage that warmed her body and made her feel wonderful. The other pony pulled on her nipple, stretching it out and then letting it spring back into place. Fluttershy closed her eyes and moaned.


The pony moved like liquid, smooth and gracefully. Fluttershy was entranced by its fluid movements and enraptured by the sensations. Soon, the pony was poised inches from her delicate core, and it smiled wickedly at her. Fluttershy shuddered when she realized that she was already dripping wet. “Please...”


She wasn’t sure what was happening. The other pony was definitely not going to stop now. She didn’t even want it to stop. These feelings were wonderful. Who could say no to this beautiful creature and what it was offering? So what was she asking for? Fluttershy looked deep into the other pony’s mesmeric eyes, and knew what to say. “Please... Be gentle...”


The other pony gave her a soothing smile, pulling her into its gaze. “Don’t worry. I’ll make you purr, my little kitty.” It then reached over and picked up the teapot, taking another deep gulp. Setting the teapot back down, it blew steamy air all over Fluttershy’s moist desires.


Fluttershy let out a slight squeal as the other pony put it’s hot tongue on her softness. She kept eye contact with her twin as it suckled and nibbled up and down her delicate slit. Fluttershy didn’t have to wait long for it to start dipping into her flesh. She was already dripping all over its face, coating it in her juices. The heated organ slid inside gracefully and began a circular rhythm, stretching her insides like a spoon in a teacup.


Oh Celestia, she was wet. Fluttershy watched the greedy pony slurp her all up, and it felt wonderful. Fluttershy began to move in time with the pony, making soft little noises every time the pony hit a good spot. Fluttershy saw the pony grinning evilly as it used it’s face to fill her. Fluttershy grinned back, and pushed her pussy into it’s face. She wasn’t just being used this time. She was doing it back. And it felt good.


Fluttershy’s moaning was building, and that amazing sensation from last time was coming faster and harder. She didn’t try to fight it as her heart fluttered and her voice grew. She knew that she wasn’t in the woods, so she tried to hold back her squeals. She didn’t want to wake Angel when she called out.


Watching the dirty pony bury its snout deep inside her and wink flipped some kind of switch. Fluttershy lost control. She clenched her teeth and leaned forward as her hips roughly thrust up to meet the other pony. The pony's eyes glimmered gleefully as it wrapped its lips around her aching clit and sucked hard, causing Fluttershy to explode in the most wonderful of ways. Instead of screams, there were muffled shouts as she rode out her ecstasy.


Easing out of her bliss, Fluttershy was panting heavily as the other pony lovingly caressed her less sensitive parts. “Oh... who’s a good kitty? That’s right. You are. Wasn’t that fun Fluttershy?”

Fluttershy could only manage a weak nod and a contented sigh. The other pony leaned back in and gave her sensitive clit a light lick, causing Fluttershy to squirm. “We’re not done yet. Your pussycat still has plenty of pep. But I’ve got a little something so you can just relax.”


Fluttershy was silent as the pony leaned in and kissed her deeply. She could taste herself on the pony’s mouth. The taste and texture was the familiar, but unlike yesterday it was deeply satisfying. Maybe it was because it was her own sex she was tasting.


Fluttershy reveled in her own debauchery, probing the other pony’s mouth and doing her best to swallow more of herself. After the kiss, the other pony produced a plastic ball and secured it in Fluttershy’s willing mouth. “This is so you don’t have to hold back. Now just relax, and let mama Fluttershy take care of you. My little kitty is sick, and needs some attention.”


Fluttershy felt the pillows surrounding her and the pony on top of her. She lustily eyed the other pony as it drew long licks and nibbles across her chest. Fluttershy felt herself getting wet again. It whispered into her ear, “By the way, today’s lesson is that some things are best forgotten. It’s important, so remember that much, okay?”


Fluttershy would remember a lot from that night. The long steamy night she spent completely willingly with the other mare for the first time. The lingering taste of mint mixed with bodily fluids. Every last tantalizing detail was etched into her mind. But there were two things she would not remember until many years later: the nightmare, and the small unlabeled packet next to the teapot.


After all, some things are best forgotten.
	
> Lesson 4
> --------------------------------------------------------------------------


Lesson 4 - The Cat's Meow


Fluttershy’s stomach was growling. She was starving. The changeling had carefully led her back to the cellar just before first light. It had been an effort, Fluttershy could barely walk. Her legs had been almost completely numb and had shaken the whole way back. After she had been secured to the wall, Fluttershy had passed out almost instantly when her twin started to sing a lullaby.

Now it was evening again, and Fluttershy was awake once more. This time, she woke up before the other pony appeared. Fluttershy spent a moment trying to figure out how she was going to escape. The other pony was convincing; when it was around she had a very hard time saying no. It’s eyes were just so pretty, and its body was terribly strong.

She knew what had happened to her was wrong. She didn’t understand how, or why it had been so easy to forget how wrong it was last night. But that’s what the pony had taught her. Some things were best forgotten. Was that the lesson it had tried to teach her? That she just needed to forget how wrong everything was and just do what the pony said?

There was something very disturbing about the other pony. Fluttershy wasn’t sure what it was, but it unsettled her now that she had some time to think about it. That pony acted nice, but did bad things. And those lessons it was trying to teach her? They made her very uncomfortable. 

So far, the lessons were scary things. She would obey the other pony. She belonged to Lord Smooze. And she would forget how wrong that all was. These lessons were not things Fluttershy wanted to learn. It felt like the pony was training her to be some kind of slave. That was not a life Fluttershy wanted to live. She had to escape. It had been talking about Twilight, maybe Twilight would realize something was wrong and come save her?

Twilight was an intellectual dynamo, and the other pony had mentioned that it was inviting her over. Or maybe Rainbow Dash would save her. Dash was fast, and even though this pony was strong, there was no way it was as fast as Rainbow was. Fluttershy would regularly meet with Dash to help with tricks, and Dash would help her with the animals sometime. There was no way the changeling could keep up the facade in front of so many of her friends.

So all Fluttershy had to do was last long enough for her friends to find her. She had a spa date with Rarity in a few days. If she could last that long then Rarity would easily notice something was wrong with the other pony, and come to check on Fluttershy. If she couldn’t last, well, she wasn’t sure what would happen. But it couldn’t be good. It would probably be something perverse.

Something like the cruel pony lording over her and grinning maniacally. It would call Fluttershy its “Kitty” and tell her to lick its hooves. Then Fluttershy would lick fervently, starting low and working her way up the other pony’s leg. Fluttershy would lick higher and higher until her face was inches away from the other mares sex.

The other pony would taunt her, teasing her and making her go back down when all Fluttershy wanted was a taste of its honey pot. She would have to lick its hooves some more, cleaning dirt and grime off while the feast of slippery flesh dangled above her. She would keep doing this until the other pony was done watching her squirm. Until she was dripping wet with desire. That’s when the kitty would get her warm and wet reward.

Fluttershy shuddered. She was fantasizing. She took a few deep breaths to calm herself down, and shamefully realized that she was more than just a little worked up. Fluttershy hung her head. She had never had thoughts like this before. Even her mind was working against her. What had the monster done to her?

She felt a sharp pang in her stomach; she was hungry. She’d had plenty of tea last night, but nothing to eat. It had been two days, or maybe nights, and she hadn’t had anything to eat at all. She heard a grumbling noise from her tummy. Hopefully her friends would come soon.

She heard the hatch opening, and saw the changeling come in. Of course it would be the monster. Fluttershy had gotten her hopes up that maybe one of her friends was on their way right now. Still, she had to believe in them. They were the only thing that could save her now.

“Good evening, Fluttershy. Are you hungry?” The other pony fluttered gently down to her and smiled sweetly.

Fluttershy avoided looking into its eyes. “Umm... Yes.” The other pony just stood next to her silently. Fluttershy gave in and looked at her pleadingly. “I… need to eat something.” The other pony had such deep eyes, Fluttershy was afraid she’d get lost in them.

“You certainly look it.” The other pony leaned in close to Fluttershy and whispered into her ear. “Then again, you look good enough to eat as well...” A warm soft tongue caressed Fluttershy’s ear. 

Fluttershy began to whimper and felt her heart start to race. It was happening again. The other pony was making her feel this way. Her face flushed and she leaned her head into the pony’s mane. Relaxing and breathing in its scent, she let her body run wild. What was so wrong with this anyway? It was nice.

The other pony stood up and started to work with the bindings that held Fluttershy. “Oh... you’re a frisky kitty tonight. Maybe I’ll play with you, too.” Fluttershy shuddered in delight.

“That would be...” She stopped herself. This was wrong. What was happening?

“Almost there, kitty cat.” The other pony playfully winked at her and Fluttershy felt horrified with herself. The changeling wasn’t talking about letting her go. It was talking about her mind. “And... there we go. You can walk around a bit now.” The other pony plopped down on the ground and watched Fluttershy appraisingly.

Fluttershy looked up at the trap door. It seemed higher than it was yesterday, and the ceiling was so dark around it. She looked back at the other pony and gave her wings an experimental flap. She might be able to make it. The other pony might be faster, but it was laying down right now, watching her lazily. 

Fluttershy could wander around the room and take off right beneath the trapdoor. She might make it. Fluttershy walked slowly around the room, inspecting the wall. Long grooves ran the length. It looked like it was carved out of the earth. Not like it was dug. 

As she neared the center of the room, she looked up at the trapdoor. It was like a beacon of light in a pitch black night. Like the moon in her starless sky. It was so high up now. She gulped and looked at the other pony. It smiled sadly and shook its head side to side. It knew what she had been thinking.

Fluttershy sighed. It was a terrible plan anyways. Only her friends could save her; she could never save herself. Fluttershy walked slowly back to the pony. She looked up at the pony, and her tummy grumbled. She was starving. 

“Is my little kitty hungry?” The other pony asked.

“Umm... Yes.” Fluttershy watched the other walk up to her. Something about what it had said made her feel giddy and light. It leaned in and kissed her gently on the lips. Fluttershy kissed back, closing her eyes and pressing forward. It felt so nice to be kissed like this. So nice to just let go and do what her body wanted. What had she been fighting again?

The other pony pulled away and reached inside of its saddle bags. It pulled out something dark blue, with a little bell on it. “I got a collar for my kitty. Hold still and let me put it on.”

Fluttershy dutifully held perfectly rigid as the other pony slipped the collar over her head. It fit snugly, but well. “Rarity was a little confused when I had her make me this. I told her I’d explain it on our spa date this weekend.” Fluttershy gulped. It seemed like Rarity wasn’t going to save her. “You’re going to show it off to her, like a good kitty.”

Fluttershy did not like the sound of that. It made her nervous. The changeling wasn’t done yet though. “But first I need to train you to be a good kitty. The first rule of being a good kitty is to say ‘meow’ after everything you speak. Do it.”

Fluttershy was silent for a moment before she worked up the courage to speak. Something about what the changeling had said made her feel very good. “Umm... meow? Is that right?” It seemed easy enough.

“No. Bad kitty. Try again.”

Hearing “bad kitty” almost physically hurt. Fluttershy flinched before she tried again. “Oh. Umm... How about this, meow?” She was much more careful. She did not want to be called bad again. 

The other pony slithered up to her, grinning wickedly. It gently nibbled on her ear as it gave her a reward in its silky low voice. “Good kitty...”

Fluttershy felt her heart race and her wings flutter. She accidently spoke. “Oh... my...” After a moment she hastily added, “um.. meow.” Something about the way the other pony had spoke made her shudder. Fluttershy remembered how she had been trained to “share”. Was this something like that? But when had the other pony done this to her?

Fluttershy thought back to the previous night. It was hot and sweaty, and the other pony had called her a “good kitty” with that tone. It had called her kitty plenty, but it had reserved that tone for special times. It had reserved that tone for just after she came. And it had stared at her with those deep, beautiful eyes. Fluttershy felt herself grow more heated at the thought. She didn’t know why, but she was dripping like a faucet. 

“Now. The next rule for my kitty is that she needs to be able to use her whiskers and her tail.” Fluttershy tilted her head in question as she looked back at the pony. She turned around and lifted her tail, presenting herself. It was easy, natural. It even felt good to stretch like this now.

“Meow?” Fluttershy asked.

The other pony chuckled as it pulled something else out of its bags. “Not quite, but that’s a good show, kitty.” Fluttershy blushed, but held her lewd pose. “No, you need to learn to use your other senses. Eyes are good, but your body is important as well.” The other pony came close and wrapped a piece of blue cloth around Fluttershy’s face. She couldn’t see anything through it.

The changeling positioned Fluttershy, sitting her down on her rump and spreading her legs in front of her. Fluttershy held her front hooves up in front of her like paws. If she was going to be a kitty, she should look like one. “Meow?” 

Fluttershy felt the other pony pat her on the head. “We’ll start off easy. All you have to do is to make Momma Fluttershy cum. If you do that, I’ll get you some milk. I’ll even help get you started.”

A tail brushed by Fluttershy’s head, and then she felt it rest down the back of her mane. Fluttershy was hungry. She wanted something to eat. And she’d already been such a good kitty. Going a little further wouldn’t hurt. Fluttershy felt heat on her face, and smelled the unmistakable scent of arousal. The other pony had positioned herself right in front of Fluttershy.

Fluttershy leaned forward and bumped her nose against something warm and soft. The other pony giggled quietly. “Silly kitty. Use your tongue.” She felt the warm fleshy thing rub against her face. Fluttershy opened her mouth and gave a tentative lick.

The other pony shuddered and moaned softly. She spoke low and deep, causing fluttershy to feel a wave of satisfaction. “Good kitty. Very good kitty.”

Fluttershy liked that. She liked making the other pony moan and shake, she liked the delicate sensation against her tongue. She especially liked the “good kitty”. Her own body was already burning with desire, it just stoked her flames. Fluttershy wanted this. She wanted to hear the other pony moan and call her kitty. She let the other pony know with a throaty, drawn out, “Meoow...” as she buried her face into the warm flesh.

Fluttershy had no idea what to do with her tongue. But that didn’t stop her. She licked up and down the length, teasing the hole at the bottom and making sure to give the little bump up top a nudge. Every few seconds she took a break just to suckle on the squishy nub, holding it in her lips and flicking her tongue across. Then she’d lightly suck, feeling the warm flesh stretch into her mouth.This made the other pony squeak, and Fluttershy wet.

The taste was tangy and strong. It overpowered her senses, filling her nose and mouth. She loved it. A bitter, salty taste was found in the hole. It made her tongue slick, and let her slide it over and through every slippery part with no resistance. The other pony was breathing heavily, moaning and muttering with abandon.

“Good kitty! Right there! Yes! Oh.. keep doing that.” The other pony was vocal, pushing Fluttershy forward and egging her on. Coaching her. Fluttershy could hear the other pony flap it’s wings and occasionally stop mid sentence to gasp when Fluttershy did something particularly nice.

Her mouth began to fill with the other pony’s slick arousal, and Fluttershy wantonly gulped it. The feeling was satisfying, sating some deeper hunger. Fluttershy would return her saliva coated tongue to roughly stroke the other pony, only to dig deeper into its flesh again and come out wet and slick. The other pony would squeak when she did that. Fluttershy reveled in the noises the pony made.

Fluttershy began to suckle the other pony’s clit with her upper lip and press her tongue deeply into the wet hole at the same time. The other pony shuddered, and screamed, “Don’t... Stop... doing... tha.. aa.. at!” Fluttershy felt the other pony tense up tightly, and she did exactly as she was told.

The pony grunted loudly as it forced air out of its lungs and pushed itself rhythmically into Fluttershy. She felt the slippery hole squeeze her tongue tightly a few times, and then something wet and thick ran into her mouth. It tasted odd, more musky than anything. Fluttershy savored it, rolling it about in her mouth as she furiously licked the other pony’s hole.

The other pony slowed it’s breathing down and relaxed, “Okay... That was good. You can stop now.”

Fluttershy pulled back, but she wasn’t done yet. She didn’t want to be done. Her mouth was filled with something heady, and her wings were a mess. She was shaking and shivering all over. She felt herself leaking messily on the floor, her dirty pussycat on display for anypony that happened to look. She was showing it to one pony in particular. Fluttershy’s ears perked up through her ravished mane.

That wonderful silky voice with the magic words filled her ears, “Who’s my good kitty?”

Fluttershy flushed with heat, and shuddered as her pussy tightened itself on nothing in response. She came hard. Her body shook and her muscles convulsed as she felt an indescribable joy flow through her. Fluttershy squeaked uncontrollably as her wild mane flung back and forth across her burning face and her wings shivered. She was a good kitty. Fluttershy opened her mouth in ecstasy, letting some of the musky stuff drip off her tongue and over her coat as she came.

As the orgasm left her Fluttershy caught her breath. Her recovering mind weakly remembered that it was important to respond. Good kitties always responded. Fluttershy struggled to speak and slurred her words just a touch, but she managed. “I ammm, meow!”

“That’s right. And good kitties get rewards. I think I promised you some milk, right? Lets get you fed. That’s today’s lesson. If you serve Lord smooze, he will always take care of you.”
	
> Lesson 5
> --------------------------------------------------------------------------


Lesson 5 - The Cat’s Out of the Bag


Fluttershy was asleep. And in her sleep, she was dreaming. She was walking slowly down the main street at Ponyville, wearing her new collar. Nopony seemed to notice or care. It was like they didn’t even know what it meant. Like they were innocent. They would smile and greet her, and then go on their merry way. They couldn’t understand what it meant. She would have to show them.

She walked prouder, her tail and head held high.  Some ponies would glance at her in bewilderment. Some pretended not to notice. A few would gawk, openly observing her behavior. She winked at those ponies, rewarding their forwardness. Fluttershy made her way to the center of town square, and then stopped. She looked around at all the ponies, some whispering to each other about her, others pretending not to look.

She intended to give them a reason to look. Fluttershy laid on her back, resting her head and wings against the cool stone floor, and spread her legs. She was already so wet, she didn’t need to warm up. She ran her hoof down her stomach, towards her soaking pussy. Her hoof became a paw and she she felt her tail become a cat’s. She was a good kitty. And she would show them.

Fluttershy made eye contact with as many ponies as she could when she started to play with herself. She used her paws to spread herself wide while watching the ponies’ mouths drop. Fluttershy gave herself a flick, and moaned loudly. She let her tongue hang out as she started to sweat and squirm underneath her own touch.  She was going to show them how good of a kitty she was. Fluttershy meowed.

The watching ponies would meet her gaze and gulp in embarrassment. Some were smiling, some had their mouths open, and some were clearly aroused. She could see the stallions, their long hard members growing underneath them. Growing for her. Fluttershy squeezed herself and squealed. 

For these ponies to see how good of a kitty she was, she needed some help. Fluttershy picked a random face in the crowd and beckoned it with her gaze. She merely caught its eyes and demanded it come to her. It took a tentative step forward, and then another. She willed it to move faster. The pony started to walk, more confidently. As it approached, it’s shifting features began to take form.

It slowly took on the same coat color as her, even her mane and tail. The pony grinned as it approached, its features solidifying. This wasn’t just anypony. This was her. This was the changeling. Fluttershy looked at it longingly. She wanted it. She wanted to feel it over her and inside of her. She needed it.

Her confidence gave way to humility as she began to beg for it, meowing desperately. The other pony walked over her supine body and glared devilishly. Fluttershy was a good kitty, and she was going to get rewarded. The pony lowered itself over Fluttershy as the crowd began to fade, lost in a blur of yellow and pink.

They kissed, and Fluttershy felt a fire in her heart threaten to consume her. She burned for this, she needed it. As the pony lowered itself on to her, the sounds of the town square dithered off into silence. Fluttershy felt the pony press their bodies together, and the world went hot and dark. She was wearing a blindfold, afterall.

The pony held her tightly, it’s warm body keeping her safe as it began to fuck her. Something spread her wide, and she welcomed it deep inside her. Fluttershy began to moan as the other pony filled her in a way she hadn’t felt before. It felt like they were melting together, becoming one.

The other pony flowed into her, warping the boundaries of their flesh. Fluttershy couldn’t tell where she ended and the other pony began. She could feel the other pony, she could feel herself. Their bodies cried out for one another, and Fluttershy could feel it all. They needed each other. 

Fluttershy felt it rising, the joy and ecstasy the other pony brought her. As they moved in unison, they were no longer separate beings. Both ponies were fluid, mixing and stirring each other, washing in and out of each other. They were becoming something more, something amazing. The new creature screamed in the climax of its existence. It was complete; It was glorious.

Fluttershy woke up with a groan. She had been having some sort of strange, wonderful dream that she hadn’t wanted to end. She didn’t feel very rested, it had probably been only a few hours since the other pony had put her to sleep. The world was dark around her, she was still wearing the blindfold from before she had gone to sleep. Fluttershy felt the collar around her neck, and traced the leash.

She was lying on a cushion and no longer really restrained. Her collar was leashed to something, and that was all that held her. Being a kitty wasn’t bad. It was actually quite nice. She was fed and kept safe down here, with nothing scary to worry about. And the changeling usually kept her company when she was awake, so she wasn’t often alone.

She smiled and felt her heart flutter when she thought about the other pony. About it’s beautiful curves, wonderful eyes, soft voice, and silky touch. Oh, how she thought about its silky touch. Fluttershy rolled onto her back and stretched, exposing her glistening sex for the world to see.

She licked her hoof and lowered it, wasting no time in finding her swollen clit. Maybe if she made herself cum she could relax and go back to sleep, back to that strange and wonderful dream. Fluttershy cringed a little when her hoof reached its goal, and then she giggled. She was so sore. Here she was, resting from a night of relentless sex by masterbating. It was so dirty. She was so dirty.

It was good to be dirty. That was what good kitties did. And Fluttershy was a good kitty. She pushed back through the pleasure and the pain, moaning with delight as her hoof began to press into her tender flesh. Her body warmed under her touch as she relaxed and her muscles came to life. She worked the sore muscles, stretching and teasing herself until the pain was gone.

Fluttershy heard a soft wet squelching sound accompany her moan as she worked. This was nice. Why had she never done this before? She giggled at how silly she had been. Had she been worried that Angel would find her? What would she do if Mommas little bunny found her in a position like this?

Suddenly, Fluttershy stopped. All her passion and pleasure just left, and she felt empty. Angel. Her bunny. What had happened to him over the days she had been stuck here? What had happened to her? She pulled her wet and sticky hoof away from her drooling pussy and covered her mouth as she gasped. The once arousing aroma now only made her feel sick. Fluttershy wiped her hoof on the cushion, frantically trying to clean it. 

She needed to escape this. She needed to save Angel. Fluttershy tore off her blindfold and looked around the stark cellar as her mind reeled. She had almost gave in to the changeling. Sure, living as a sex kitten might be nice, but what about all the animals that depended on her? Fluttershy hadn’t been able to escape to save herself. She had already lost that battle. Even now, there was still a very strong temptation to simply give in again and enjoy herself. 

All she would have to do is lay back down, close her eyes, and put her hoof between her legs. Her body would do the rest. And then her mind would follow, thinking of that other pony’s soft touch and delicate voice. How it would call her a good kitty and gently pet her head. How it would keep her safe. How it would make her cum.

Yes, she could be a good kitty. Fluttershy laid back down slowly and smiled. It would be nice to not worry about things anymore. It would be nice to relax and feel her own flesh. Feel herself breathe hotly and pant as she came. She deserved at least a little personal attention after all the time she spent taking care of the other delicious pony. 

But she wasn’t wearing a blindfold. Good kitties needed to use their whiskers to find things. Fluttershy looked across the floor for her blue blindfold and saw it crumpled out of her reach. That wouldn’t do. She slowly got up and walked to it, only to find that her leash didn’t reach that far.

Fluttershy was stuck. She couldn’t go back to her bed without her blindfold, and couldn’t get to her blindfold without taking off her leash. Taking off her leash would make her a bad kitty, and going to bed without her blindfold would make her a bad kitty as well. She began to panic.

She didn’t want to be a bad kitty. Fluttershy stared at the discarded blindfold just outside of her reach. It was stupid of her to have thrown it away. Something so important to her shouldn’t have been discarded like that. Fluttershy paused at that thought. The blindfold looked like some kind of dead creature. Almost like a rabbit. A very particularly picky rabbit. With a temper, and a few bad habits. A rabbit that always looked out for her. Angel.

Fluttershy whispered quietly to herself, “No.”

She started to cry and she said it louder, “No.”

She looked at the blindfold, and imagined Angel lying there, discarded and unneeded. She spoke firmly, “No.”

She had failed herself. Resolve filled her voice. “No.”

Fluttershy would not fail her Angel. She shouted, screaming as loud as she could, “No!”

Tears streamed from her eyes as she tore off her collar, shredding it in the process. She picked up her blindfold and tied it around her wrist like a ribbon. It was her Angel. Her precious bunny. And she would save him. It didn’t matter how sexy the other pony was, or how soft and gentle it’s touch was. Or how it could caress her and make her feel like a million bits.

Fluttershy looked at her wrist, wrapped in blue ribbon and her thoughts cleared. She was angry for the first time in a long time. She was going to save Angel, and all of her animal friends that needed her. And not even Lord Smooze himself was going to stop her.

Fluttershy looked up and saw the trapdoor surrounded by inky blackness. Whatever strange things had happened to this room, the door out was still there. She would fly however high she needed to. And she could open it. She had to. Fluttershy gripped her ribbon tightly, and took flight.

Unfortunately, Fluttershy didn’t know what the day’s lesson was yet. It would be a painful lesson to learn, even though it was quite simple: nothing can stop the Smooze. 

Nothing.
	
> Lesson 6
> --------------------------------------------------------------------------


Lesson 6 - Grime time


Fluttershy flew as hard as she could. She was a little wobbly, but as she picked up speed she knew that she was going to make it. The door grew larger as she approached it, climbing through the strange inky blackness. Her ribboned hoof pressed against the trapdoor, and it budged. The other pony hadn’t locked it! 

For the first time in days Fluttershy saw sunlight as golden beams poured through holes in the dusty shed. She timidly peeked her head up through the trapdoor. She was almost free! All she had to do was make it out of the shed, and fly to one of her friends. Applejack lived the closest, maybe she would try for Sweet Apple Acres first.

Fluttershy slowly and quietly stepped out of the trapdoor, and into a dusty sunbeam. She had to be careful. Shaking from fear, she carefully closed the door. A loud rumble permeated the shack, and Fluttershy shrieked as she found herself clinging to the rafters. 

She took a few heaving breaths to calm herself down. It was okay. It was just an earthquake. She whispered to herself to bring her confidence up. “You can do this Fluttershy... Just make it outside.”

The sound of her voice calmed her, and she glided to the floor. She could do this. Sure, earthquakes were weird. But they weren’t as weird as that horrible changeling who did those awful things to her. Awful things like touching her, and calling her kitty. And things like softly nibbling up and down her coat as she massaged Fluttershy’s most tender parts.

Fluttershy paused in her efforts, caught in thought. She imagined the other pony, how it would touch her and make her feel. Fluttershy relaxed. Why had she been so tense and afraid just a moment ago? All she needed to do was lie down and touch herself. She looked down at her hoof as she reached between her legs. She saw a blue ribbon.

Fluttershy shook her head, remembering what she was doing. This was bad. She had to get out of here, now. She didn’t have the time to be scared. She wasn’t sure how long she could focus. She opened the door and stepped out into the light.

She was momentarily blinded as the bright day was too much for her sheltered eyes. She couldn’t let that stop her, Angel was counting on her. Fluttershy began to run, escaping that horrible shed. The warm grass and fresh air had never felt so good. Fluttershy felt joy well up inside her as she galloped. She was free!

The ground rumbled again, tossing her to her knees as the earth shifted beneath her. Fluttershy squeaked and her wings locked up as the grass split open and long purple tendrils burst from underneath. One exploded beneath her and she shrieked as she toppled to the side to avoid it. Fluttershy truly panicked, fear overwhelming the poor pegasus causing her wings to lock to her sides. 

She scrambled to her feet as another burst up to her right. More and more dark purple tendrils ruptured the ground and began to grow around her. Fluttershy lost all sense of composure and turned to run. A thick tentacle coiled around her leg as she started forward, tripping her up. “Help!” Fluttershy screamed for help, her peaceful cottage was so close.

She began to be lifted by the tentacle as another wrapped around her mane and tail. The slimy things began to pull her back towards the shed, her prison. She struggled, digging her hooves into the ground to try and walk forward as she tried to escape this horrible trap. Fluttershy felt something wet and slimy across her backside and glanced back to cry out for the monster to stop. Tears of fear fell down her face as she saw the horror awaiting her. (NOTE: xx)

There were more tentacles waiting for her as she was dragged towards the shed. She left dirty skids in the grass, her hooves marking the earth in desperation as each new tentacle wrapped her in its wet embrace. Fluttershy found a grip on the edge of the shed, clinging to the door as the tentacles pulled her. She screamed and pulled with all her might, fiercely fighting to stay in the sunlight. 

She was pulled with unholy strength and her hooves gave out as she was ripped from the wall. She saw her blue ribbon get caught on the door frame, dangling freely in the last dusty beam of sun. The shed collapsed around her and Fluttershy cried out in anguish as she was pulled back into the darkness below. She was separated from her savior, her Angel bunny.

The dark was not kind to Fluttershy. She continued to struggle, flailing wildly against the tentacles that held her hostage. As her eyes adjusted to the inky blackness she realized what creature held her. The entire roof of the cellar was covered in a gelatinous mass, a horrifying mess of goo. Fluttershy screamed as a fresh realization hit her. She had found Lord Smooze.

The mass extended over the whole roof, probably extending hundreds of feet in every direction beyond her shed. It was enormous. She even saw a few pinpricks of sunlight as the holes the monster had created in the roof to catch her were patched up. Fluttershy whimpered, and renewed her struggles.

Lord Smooze ignored her and pulled her against its ooze, forcefully spreading her limbs. It prodded her body all over, coating her with slime as she wriggled and writhed, senselessly crying.

Fluttershy was beyond panicked. Her heart was racing, her muscles burned, and she was screaming. What was this monster? Had the insane changeling been saying the truth all along? What was it going to do to her? She had to escape! Images of being torn apart filled her mind.

This creature was alien and terrifying. A floating eyeball appeared in the mass and stared at Fluttershy as she heaved a few desperate sobs. She watched in horror as another appeared, and then another. Then a mouth appeared and began to scream like her, mimicking her terrified voice. She closed her eyes in fear as more and more eyes and mouths appeared, staring at her and screaming. 

Fluttershy froze as her absolute terror petrified her. She could no longer react, this was all just too much. Her mind could not comprehend what was happening, and she began to shut down. She stopped struggling, going limp in it’s grip, and the now thousands of mouths began to wheeze softly in an unearthly chorus.

The tentacles positioned her compliant body, wrapping her forehooves above her head, and pulling her hind legs wide. Fluttershy was jolted to react when a prodding tentacle pushed against her soft underside, gently working it’s way underneath her tail. She knew it was going to penetrate her.

Fluttershy was exhausted, the adrenaline had run out during her struggling. She was hot and sweaty, and her muscles refused to respond to her. Her eyes opened wide as the firm tentacle pressed tightly against her virgin bottom. She wasn’t able to stop it as it oozed inside, wiggling back and forth as it delved into her. Fluttershy bit her bottom lip and stared straight ahead as she was violated. She grunted in pain as it stretched her, it’s hot slimy ooze coating her insides. Her eyes unfocused from the pain and her ass made lewd squelching noises as it was filled. (NOTE:XXX)

She could feel it inside of her. What was it doing? It was deep, lurching around inside of her gut. It pressed into her hard, thrusting her hips forward and making her tighten her lower body in shock. Fluttershy grunted as it claimed more of her, spreading her ass wider and digging deeper. The sensation of being filled like this was appalling to her.

It was vile. Sickening sounds assaulted her as the thousand mouths began to grunt, and puckered assholes began to form in the Smooze, floating absurdly around the mouths and eyes. They began to make awful squelching noises, and Fluttershy watched with blurry eyes as the floating assholes began to open and close. It was an obscenity she had never before even begun to imagine. Fluttershy felt a sharp pain within her as it invaded where nothing should ever venture. The tentacle was deep, and it hurt badly. It conquered more of her gut, squishing through with a sickening slurp.

Fluttershy cried out in agony. Her eyes focused, so she looked away from the aberrational floating organs and down to the awful scene that was consuming her. Her legs were spread wide, showing all of her delicate flower. The dripping tentacle invading her was fat and quivering; it seemed to be flowing into her compliant body. Her bottom half was covered in sweat and slime, and her chest was heaving. (NOTE: XXX)

Fluttershy felt it halt, and she took a moment to catch her breath. The awful thing was just wriggling about, pulsing. It was feeling her out, trying to figure out exactly what she was inside. Fluttershy saw what could only be entrails appearing in the fleshy mass. She realized what was happening, what this horrible awful creature was doing. It was mimicking her, starting from the inside. Fluttershy shuddered.

She looked at the dangling parts of grotesque flesh it was creating. It was a long way from copying all of her. It was going to have to feel her whole body, all of her insides. Fluttershy cried as she took that thought to it’s logical conclusion. It was going to dissect her. Peice by peice. It was going to kill her.

Fluttershy had her thoughts derailed when the tentacle began to slurp inside her. She cringed and felt it squish her innards as it pulled out. Fluttershy closed her eyes and wailed as it sucked out of her, slurping and tugging on her abused flesh. She began to push, trying to force it out of her body like it was waste. 

Fluttershy grunted again as her ass made awful obscene noises, stretching to accommodate the awful tentacle. She felt vacuous as it left her, the sensation was not pleasant. Deeper parts of her insides had adjusted to being stretched and filled; now that they were empty they hurt. Her cute little bum had been broken, damaged irreparably. 

The tentacle pulled all the way out with a wet slurp, leaving a thick coating of foul grime inside of Fluttershy. She tried to push it out, but it wouldn’t go. She couldn’t clench herself tight enough to push anything out anymore. Fluttershy whimpered as she leaked a little of it into the blackness below. It was breaking her, peice by peice.

She felt more of the tentacles begin to coat her, groping her body slowly. As she quietly lay, she watched a horrifying chimera of body parts amass above her. Ears, hooves, wings, legs and other parts floated aimlessly above her, mixing and matching irregularly. A head managed to get two eyes, a mouth and a nose on it, and the pieces stuck correctly.

The pony head watched her intently and then went through a series of expressions, from abject fear to unbridled joy, abruptly switching from one to the next. It even cried and laughed as Fluttershy just stared at it in horror. What sort of horrible monster was this thing?

The head grew arms, then reached for her as it fell down on the tip of a thick tentacle. Fluttershy tried to back away, but the tentacle held her rigid as the floating pony head looked at her curiously. It then spoke, softly and in a wrong warbling tone, ”F..lu...tter..shy...”

Fluttershy cried in absolute dread, closing her eyes. “No... No... Oh Celestia, no...” She felt something warm and sticky over her mouth. She refused to open her eyes. She would not witness anymore of this monstrous horror. The warm sticky substance covered her face, filling her nostrils. She couldn’t breathe as tendrils creeped down her nose, tickling the back of her throat.

Fluttershy opened her lips for a desperate breath and the thing filled her mouth. She tried to scream, to cough it up, but it only flowed deeper. The tendrils from her nose met up with the oral invader, becoming one tentacle in her throat. Fluttershy gagged, her body rejecting the invader. It shoved through her convulsing muscles, into her stomach and filling her quickly. She couldn’t breathe around it. All she could manage was a desperate gurgle as it forced her mouth open wider and pumped some awful substance directly into her body. 

Fluttershy’s body tried to throw up again, the strain hurt and nothing came out as the thing poured into her like a hose. Her stomach begin to hurt, expanding as it was forced to be filled with a viscous and heavy fluid. She tried to scream as her soft belly was forced wider and wider. The fluid filling her up was vile, it made her nauseous but her body couldn’t expel it. The nausea and gagging weren’t the worst part, though.

Somehow, the awful tendrils were behind her eyes. She was forced to open her eyes as the horrid tentacles burst from her tear ducts, and wiggled about abhorrently in front of her face for a moment. The tendrils then turned back on her and began to feel around her face and eyeballs. Fluttershy couldn’t breathe or scream, and her head was held rigidly in position by the powerful Smooze. The repulsive sight was too much for her to handle. 

As quickly as it entered, it withdrew. Her stomach was left full of some awful substance, but her throat was cleared as it pulled out of her mouth. Her tears leaked uncontrollably, and her nasal passage stung. Fluttershy took a deep breath, and then spat as much of the awful thing out as she could. It was bitter and foul, like choking on a decaying vegetable. Fluttershy couldn’t get the taste out of her mouth, or the slime out of her eyes She didn’t want to think about what had just happened, so she thought about the awful burning it left behind. 

It didn’t wait long to renew it’s assault, rubbing her all over with its tentacles as it defiled her body. She felt something warm in her stomach. The heavy feeling began to shift and lurch, and then Fluttershy moaned in quiet desperation as it started to climb out of her stomach. Her body convulsed as it tried to expel the foreign substance, but it clung desperately to her insides as it crawled up her throat. It began coating her throat and mouth in a thin, wriggling film. Each place it touched would tickle, and then slowly warm up to a tingle. The substance it had left was alive, and covering her insides.

The warm tingly feeling spread through her chest and body. She wheezed for a moment when her lungs got tingly. She heard the macabre Fluttershy clone cough and wheeze as well. It was building its respiratory system, cloned from her own. Fluttershy felt it breathe on her, the foul breath gurgling forth. “Fluttershy...” It’s tone was steady now, it was beginning to sound just like her. 

Fluttershy whimpered. She wanted this to end. She didn’t care how anymore.

The tentacles found her soft lower lips, and began to prod them. Fluttershy shuddered as it spread her easily, forcing itself to fill her. The Smooze was warm, wet, and firm. Fluttershy didn’t even try to reject it anymore, letting it stretch her flesh to its limit. She shuddered as it flowed over and in her. It pushed deep, claiming her anatomy and smearing her insides with smooze. 

Fluttershy felt pain as it oozed past her cervix, invading her womb. She realized that she would probably never be able to have children as a sharp, horrible pain signified it breaching further into her, probably into her ovaries. She shuddered as she felt it quiver, and something warm and wet began to gush out of it and into her. It was happening again, and it hurt as it stretched her.

All of her had been violated by this thing. She felt the warm tingly feeling spread as the vile ooze expanded from her stomach, her gut, and her womb. It was going to be done with her soon. Fluttershy was too exhausted and terrorized to be scared anymore. She felt numb at the thought that it was going to kill her.

(NOTE:XX)A tentacle pressed into her mouth, and unceremoniously sprayed inside of her with tingly goo. She felt the warmth spreading through her body, oozing from all of her violated holes. Was it digesting her? Was that the sensation? It was nice. Almost relaxing after everything else it had done.

Fluttershy cried as the warm tingly feeling covered her body. It was slow, but steady. And her clone would gasp and groan as it likely grew new and unique pony parts. The feeling spread into her head, and she began to feel dizzy. That’s when the microscopic tendrils of smooze spreading throughout her body began to merge with her nervous system.

Fluttershy was compelled to open her eyes as the Smooze set her down. She took a step forward and looked up at Lord Smooze, and smiled. Fluttershy didn’t want to smile, she wanted to scream. So she tried to stop. She begged her body to listen, but it wouldn’t. She bowed unwillingly to her incomplete clone, grinning stupidly. 

She was trapped in herself. Lord Smooze was commanding her body, and her mind had no say. Involuntarily, she laid down on her back and spread herself wide, laying with all her legs out flat against the floor. Fluttershy internally screamed in frustration at her enslavement.

A large tentacle of Smooze appeared above her. It looked more solid than the rest of the Smooze, and was easily larger than her in every dimension. Fluttershy felt a tingle in her brain as the tentacle came crashing down, and Fluttershy’s body just lay there. Fluttershy tried to roll, to jump or run, or even scream. Instead she lay there smiling silently as the tentacle slammed into her delicate body. 

Fluttershy felt the impact first, a massive thump that disoriented her and made a little bit of a crunching sound. Then came the pain. A throbbing, awful sensation that ran through her chest. She felt a sharp twinge in her ribs, and she recognized that at least one had broken. Her body continued to lie there, dumbly smiling. Fluttershy wailed in her mental prison and she heard a scream; though, it wasn’t hers. 

The clone cried out in agony, and Fluttershy’s eyes were forced to watch it. The clone looked complete, tearfully huddled against Lord Smooze, only attached by a thin ribbon of tissue. It kept crying and howling in agony, even clutching where Fluttershy’s broken rib would be.

Fluttershy felt a tingle in her head again, and the clone shook it’s head. “No... Stop... hurts... Pain...” The clone screamed again and Fluttershy was disoriented by blinding pain as she was smashed by another tentacle, this one just slightly smaller. It didn’t seem to break anything this time, but it hurt badly. Fluttershy tried to cry in agony with her clone, but only smiled vacantly.

The thrashings kept coming, each successive hit getting slightly smaller, but moving faster until eventually Fluttershy was getting whipped by pencil thin tendrils of flesh. The clone was whimpering, shrieking when Fluttershy was hit and cowering when she had a chance to recover. Fluttershy herself couldn’t scream or move; she could only suffer.

Much later, a tiny thread of flesh raised above her, and Fluttershy’s bruised and broken body dumbly smiled as the thread shot through the air. Fluttershy had given up, accepting each awful sensation as a fact of what was left of her horrible life. She wished she was dead. Even the clone had stopped screaming, merely whimpering with each lash.

The thread landed perfectly between her legs, startling the mare as a sharp sensation bit into her clit. The clone squirmed this time, and didn’t whimper. Fluttershy felt the sting fade, followed by something less painful, but ultimately more awful. Fluttershy’s head tingled, and the clone smiled and spoke, its voice tired but pleased. “That was... nice.”

Fluttershy cried a mental plea as the tendril slowly descended and locked onto her clit. Her body smiled and spread itself wider, inviting more tentacles to invade her. Fluttershy begged for this humiliation to be over as the tentacle began to gently stroke her tired and battered body. Another, thicker, tentacle lowered and began to press around her entrance.

Fluttershy’s clone moaned in pleasure as the sensations began to fill Fluttershy. A tingle in her head was accompanied by a mental command, the voice alien and screeching. “Feel.”

Fluttershy cried out to it in her head. “Can you hear me?”

She felt a tingle, and it spoke back. “Know you...”

Fluttershy begged Lord Smooze as he covered her nether lips in slime. “Please stop... Please...” 

The voice was firmer this time, slower and louder, and the tingle actually hurt. “No. Feel.” 

Fluttershy heard that as though it was her own thought, her own desire. She had to feel. She had to feel for Lord Smooze. The warm tentacle was suckling gently on her clit, and she felt herself free to move again. She would feel for Lord Smooze.

Fluttershy moved her hoof of her own accord, and guided the thicker tentacle inside of her. It was strong, and slick. It didn’t matter that she wasn’t wet; she would be soon and it was slimy enough that it didn’t matter. The tentacle filled her empty pussy, curling around inside her. 

The clone was moaning softly, unable to process these new sensations. Fluttershy smiled and helped the tentacle working her clit, giving it a little tug here and there. She felt her heart rate pick up and her face flush. She was going to feel for Lord Smooze. 

Fluttershy pressed her body into the thicker tentacle as more tentacles wrapped around her body, pulling her arms wings tightly around her. A tentacle came down to her face, and she kissed it, running her tongue over it as it penetrated her mouth. Fluttershy felt it thrust into her and she suckled on it, leaning her head forward and closing her eyes to feel more of it.

The tentacles raised her up into the air, and she felt one begin to tease her nipples. The one curling and uncurling inside her pussy pressed against a soft spongy part of her flesh and she shuddered. Fluttershy spread her legs, feeling the tentacles molest her debauched body.  (NOTE:XXX)

Fluttershy felt it rising deep within her, the feeling Lord Smooze wanted. The feeling she wanted. She grinned and flexed her body. She wanted to scream and writhe in ecstasy, but she was too busy feeling for Lord Smooze. Fluttershy kept a satisfied grin as she roughly rocked her hips, thrusting them onto the tentacle and squeezing it with her clenching pussy. Her clone had no such control, and flailed ecstatically about on the ground as it experienced its first orgasm.

Fluttershy was lowered to the ground, and her arms were lifted above her. Another tentacle snaked its way across the floor, approaching her quivering asshole. Fluttershy let her face relax, and focused on breathing as she recovered. Her mouth hung wide open with her tongue hanging out as she leaked drool and slime down her chin. Her eyes were half lidded, her eyesight unneeded in her ecstasy. 

The tentacle prodded her puckered asshole, and she relaxed to allow it entrance. It creeped inside, filling a void she had forgotten. The clone shuddered as Fluttershy began to get fucked in both holes, the tentacles filling her and thrusting her around in perfect synchronization. Fluttershy looked down and saw a bulge halfway up her stomach. 

She was completely and utterly filled, both holes stretched as wide as they could go and thick friction was smearing her flesh, burning it with pleasure. Her mouth opened in bliss and she groaned as she gulped in air. (NOTE:XXX) Fluttershy briefly realized how Celestia damned depraved this was. How utterly despicable the whole debauchery had been. Fluttershy came as she thought about her perversion, this time spraying thick cum as her body roughly spasmed.

Her clone screamed, shaking uncontrollably. Fluttershy grinned devilishly. It was going to feel so much more. She began to move her hips again.

Hours passed, and Fluttershy served Lord Smooze. She was meat, meat whose task was to feel for its master. And Fluttershy felt it, everything. Every conceivable pleasure was inflicted upon the mare, and every awful torture. Lord Smooze even directly altered her emotions. 

It started with anger. Fluttershy looked at the bubbling oozing mass and wanted to hurt it. To destroy it. A rage like no other claimed her, and she shook and screamed, desiring nothing more than the complete annihilation of every other thing in the room. Her face twisted with fury, she struggled to break free and destroy the unholy abomination and its horrible clone of her. Just as fast as her rage had taken her, she felt a tingle and it fled.

Sadness filled her as she grieved her fate. She didn’t deserve this. Nothing deserved this. Fluttershy began to cry uncontrollably and a pit of despair dug into her stomach. Her anguish consumed her, tearing her to pieces. She looked at her clone and desperately sobbed at the pitiful creature. It had suffered as much as her. When Fluttershy had lost all hope there was another tingle, and the sadness evaporated. 

She somehow felt content with things. Everything was going to be okay. Fluttershy smiled and laid down as she relaxed. She was still breathing, and the clone was breathing as well. A calm peace settled Fluttershy as she she began to fill with a quiet joy. The joy continued to grow. She wasn’t just at peace with things, she was giddy and excited. The happiness grew into a roaring laughter. Everything was just so amazing. Being alive and living was wonderful and nothing was better. And then, she was drained of that feeling as well. 

Emotion after emotion consumed Fluttershy, each one more extreme than she had ever felt. After each time she felt a little more empty. After feeling every emotion she could imagine, it started over again. The rage wasn’t as extreme, the sadness wasn’t unbearable, and the joy wasn’t as high. All of her emotions were lessened as she simply had less to feel. After a while, she felt nothing. It had consumed her mind, feeding it to the clone. She gave him everything she had. Everything she was.

Her body was broken and bleeding, almost everywhere. The place in her mind where her feelings should be was void, drained like an empty egg shell used to make an omelette. Her body was no longer her own, it was merely an extension of the Smooze. Her mind was a shadow of His thoughts, she no longer had any desires or drives. Any movements she made were immediate and mechanical, directed entirely by Him. Fluttershy didn’t really exist anymore, instead she was just another part of Lord Smooze. Just a tentacle with a pony shape.

The clone, however, was lively. It stretched and yawned, moving with grace as it practiced flying. It broke free from Lord Smooze’s last tendril, and wandered around the cellar for a bit, exploring and experiencing with its own body now that Fluttershy had nothing left to share with it. Well, almost nothing.

The clone walked up and leered at Fluttershy. “We’re going to eat you now. Okay? Don’t worry. We’ll make it... nice.” It smiled reassuringly at her, like it cared. Fluttershy only stared vacantly into space, feeling nothing. No emotion, no desire, nothing at all. She was empty now. A large, hollow tentacle filled with teeth slowly descended from the roof, dangling over her. Fluttershy looked up and stared mindlessly at her oncoming death. 

That’s when the trapdoor opened, and Fluttershy found herself standing in a beam of sunlight.

Everything stopped as Fluttershy’s original clone dropped from the door like a rock, impacting the ground with a heavy slam. Much heavier than any pegasus should ever be. She looked up at the amorphous creature with an angry gaze, and the new clone stepped away in fear. The pony from the trapdoor flared its wings and took a step towards the colossal ooze, “I believed in you...”

Fluttershy just kept her empty gaze focused on the bright light above. The sunbeam looked like heaven, cascading down into the foul dungeon she was in. She was getting dizzy, the blood loss and abuse was catching up to her. But that light was so bright. It seemed to expand, filling her vision with nothing but beauty. 

She heard voices, shouting, and smashing sounds all around her, but she didn’t care. That light was so pretty, so captivating. The constant tingling running through her body ended, and she suddenly lost the strength to stand. The voice of her lord was silenced. Her body sank into a puddle of blood that had been pooling beneath her, and she simply lay there. With no direction, she was nothing. Somepony walked over her and was blocking the sunlight. The pony looked sad. It started crying, its tears falling on Fluttershy’s collapsed and empty body.

It was saying things to her now. Unimportant things that she couldn’t understand as it stood in the sunlight. As long as it stood there, the light couldn’t come to her. Why was it standing over her like this? It was as though it was trying to keep the light from coming to her, or her from going to the light. How silly. The light was the end.

All the words the pony was saying must mean something. Fluttershy heard a word that made sense. A word that she remembered. “Kitty...” Hadn’t she been a kitty once? A good kitty? Good kitties did something. What was it?

Weakly, Fluttershy responded,”M...eo...w...” Fluttershy’s empty eyes began to fill and she smiled as she felt something again. She was a good kitty. She closed her eyelids, letting the darkness take her. The light could wait; she was feeling tired right now.

> Lesson 7
> --------------------------------------------------------------------------


Lesson 7 - Control: Lots not loss


Fluttershy yawned in her bed. All of her felt tired, sore, and exhausted. She smiled and snuggled into her warm fuzzy blankets. A little more napping wouldn’t hurt. Fluttershy dozed off, her dreams blissfully non-existent.

She woke up again, this time hungry. Luckily, there was hot soup waiting on a little table. She really needed to thank whoever was taking care of her. Her eyes caught willow basket with a little white sleeping form. Angel Bunny was here! He was sleeping next to her in his basket! How sweet. He knew he wasn’t supposed to sleep in her room, but right now she didn’t care. 

“Angel? Are you awake? Mommy loves you...” She started to tear up for some reason. Why did seeing Angel Bunny make her cry? Fluttershy thought about him. They were close, much closer than she usually was with her animal friends. Angel knew when to put his foot down to kick Fluttershy into gear, and Fluttershy knew just how to take care of him. Most of her animal friends would never really disagree with her. But Angel always had her best interest at heart, even if he was picky about it.

Maybe something had happened? She tried to remember why she was in bed, why she was so sore. Hadn’t she had an odd visitor? The visitor had taken her to a lake, and then they had done things. Memories of what had been happening flooded Fluttershy’s mind. 

She remembered the first, awful night; the strong pony holding her down and making her do things she didn’t want to. She remembered the second night; it was a wonderful hot and steamy dream. Fluttershy recalled the third night, how she was tied up and let loose. She had been such a good kitty. 

How odd. The word did nothing to her as she rolled it around in her mind. Kitty. Wasn’t it supposed to make her feel good? She felt this was important somehow, but couldn’t remember why.

Fluttershy’s memories ended there. There was nothing really after that last night, just being a good kitty. Maybe there had been something wet, but she just couldn’t recall what it was. A timid voice disturbed her thoughts. “Umm... are you awake?”

Fluttershy turned to see whose voice she had heard. It was the other pony, her evil twin. It was standing sheepishly in the doorway, looking as though it wanted to come in. The pony seemed scared of her for some reason. Fluttershy remembered the soup. “Did... you make me soup?”

“Y..yeah.” It kept avoiding her eyes. 

Fluttershy sighed. “Thank you.” She kept quiet for a minute. She should be angry at this pony. It had done very bad things to her. She looked at Angel’s peacefully sleeping form. The other pony hadn’t hurt him. She didn’t want to, but she had to be nice. Maybe she could forgive it for what it had done to her. “You... can come in, if you’d like to.”

The pony walked timidly forward, until it was standing by her bedside. “I’m sorry.” It began to softly cry.

Fluttershy’s nurturing drive kicked in, and she found herself climbing out of bed and hugging it. “Shh... It’s okay. I forgive you.” She wasn’t sure if it was the right thing to do, but the other pony needed it right now. While saying it made her feel sick somehow, she knew it was the right thing to do. Fluttershy would never let a pony suffer.

The other pony just held her tightly, sobbing for a moment before it spoke. “No... No you won’t.”

Fluttershy held it firmly. “Don’t say that. Shh... It’s okay.”

They stayed for a while, holding each other as the one gently cried. Eventually its tears dried, and they ended their embrace. “Thank you.”

Fluttershy smiled, glad to bring happiness to another. “It’s okay. Everypony makes mistakes.” She thought for a moment. The pony was being very civil, it was significantly less frantic than it had been. It seemed lost. Maybe it would go get some help now? Twilight could still help it. Fluttershy might need to talk to Twilight as well. She felt odd. Maybe she was sick? “Now are you ready to get some help? I’m sure Twilight can still help us.”

The other pony gave her a funny look, and then laid down in her bed suppressing a defeated giggle as its tears glistened. “You... still think I’m a changeling? Ha... ha..” It was trying hard to be quiet, Angel Bunny was still asleep. After a moment, it sobered up and relaxed, stretching in her bed. “Of course you do. I’ve forgotten so much...”

Fluttershy sighed. It might still be crazy, but at least it wasn’t being aggressive. 

“Come on, lay down here with me. If you don’t mind.” It patted the bed and spoke softly, so Fluttershy carefully sat on the mattress. “Do you remember yesterday? What happened after we played the kitty game?”

Fluttershy shook her head. She couldn’t remember anything past that. “No...”

It rolled away, turning itself so it didn’t face Fluttershy. She couldn’t see it’s face, but she heard its voice. “Lord Smooze himself decided to bless you. He gifted you with his Smooze.” The pony paused, as if looking for the words it needed, “Your mind wasn’t able to comprehend him, not yet.” The pony sounded stoic at first, yet there some emotion Fluttershy couldn’t identify creeped into its voice. “So... you forgot.”

She put a hoof on its back, trying to roll it over so she could see its face. It slowly turned a tearful head her way. “What... do you mean?”

The pony leaned forward and gently kissed Fluttershy’s forehead. “You are like me now. Smooze in flesh if not in mind. I can show you.” 

Fluttershy felt the other pony trace a delicate hoof down her belly and stop just short of her inner thigh. It looked at her questioningly. Fluttershy blushed. By now she had already done so much with this pony. She looked into its eyes. They looked normal, just like any other pony’s. It wasn’t trying to manipulate her. Once more wouldn’t hurt. She nodded her head gently. “It’s okay.”

The pony smiled and sniffled back some tears as it leaned in and gave her a proper kiss, filling her mouth with its tongue. Fluttershy kissed back; she didn’t know why, but wanted what this pony was offering her. She felt a need rise within, and it filled her. Her heart began to soar, and her breath quickened. It wasn’t a desperate raging thing that drove her, but a soothing current that she chose to ride in. It was ennervating and pleasant.

The pony groaned into her mouth as its hoof slipped to her clit and began to gently rub her up and down. Fluttershy wrapped herself in the other pony, letting it embrace her. She wanted the pony to feel loved as well, so Fluttershy slipped her own hoof down the front of her panting partner. There was something she had to say first though. “We... have... to... be quiet.”

The pony quietly giggled, and pressed into a tender kiss. Fluttershy was flipped slowly onto her back with the other pony barely touching her, it’s body smooth against hers. Fluttershy felt light, wanting the other pony’s touch and caress. The pony slipped out of their kiss, leaving Fluttershy breathless as it traced a tongue down her neck. “Oh... my.”

The other pony dug into the crook of her neck, suckling and gently nibbling. Fluttershy gasped, struggling to stay quiet as the pony pressed their bodies together firmly. With a wet sucking sound, the pony pulled its mouth down Fluttershy’s body. It rippled her skin as it nibbled on her, causing her to softly sigh. Fluttershy watched with building excitement as it pressed its snout just above her aching pussy. 

It stopped, and glared devilishly at Fluttershy as it breathed heavily on her swollen clit. Fluttershy squirmed, pressing her hips towards its mouth. The pony slowly lowered its tongue and gave her the lightest of touches, barely a whisper of moist flesh nudged her. Fluttershy shivered and squeaked, sending a panicked glance towards the sleeping Angel.

She turned back just in time to see the other pony looking longingly at her wetness and pursing its lips in a kiss. The pony leaned down, and Fluttershy’s little flesh button was engulfed in a warm sucking wetness. She shivered and made a low moan as she watched the other pony suckle her. 

It’s mouth matched perfectly up with her flesh and it pulled and squished her with it’s lips as it flicked her tongue slowly over the tip of her clit. Fluttershy shuddered, slowly rocking her hips into the ponies mouth, relishing the sight of the other pony connected to her body in such a delectable manner.

As the pony suckled her, Fluttershy felt something strange. Her clit was engorging, growing in size as the pony coaxed it. She was confused, but it felt good. Better than usual, actually. The pony began to run its tongue up and down the growing length, keeping its lips pressed firmly against her clit’s base.

Each lick and swirl of the tongue made Fluttershy feel hungry for something. Her clit kept growing, slowly filling the other ponies mouth as it was sucked. Fluttershy began to thrust, feeling the friction as it rubbed all over the pony’s mouth. She began to grunt, desiring more of the sensation. Fluttershy took her hooves, and placed them on the other pony’s head, forcing it down hard. 

The pony was startled, and briefly gagged as the elongating fleshy organ pushed down its throat. Fluttershy looked at it, burning with a new need. She glared at it, and whispered her command, willing it to continue.She felt something change within her as she demanded, “More.”

The pony’s eyes went wide, and it gagged a little more as she pushed its snout down further. Fluttershy watched the pony’s eyes begin to water as its vision was locked on hers. She was in charge, moving its head with her hooves and thrusting with her hips. Her new organ slipped into the pony’s throat, and Fluttershy heard the pony gurgle.

It felt so good, thrusting into the other pony like this. The pony’s mouth was hot and wet, its lips tightly puckered around her base. The tongue was wriggling around her shaft, and her tip was sliding deeper and deeper into the teary eyed pony. 

Fluttershy felt something amazing begin to happen as her member filled the pony’s throat. She began to throb, aching for release. The pony was becoming more despondent, its eyes were half lidded and were leaking tears like twin faucets. Its movements slowed as Fluttershy’s picked up. Fluttershy was so close.

She thrust wildly into the other pony, grunting loudly as she forced her long, hard organ down it’s soft wet throat. The pony’s eyes rolled wildly in its head, it’s body completely limp. Fluttershy pushed deep, and felt herself begin to explode. Her member tightened, forcing a thick substance to squirt out of it. It felt wonderful, squirting the stuff down the pony’s hot throat.

Fluttershy pulled back a little and took a shallow breath, then braced as she thrust and squirt again, holding her breath as she came. Over and over she thrust, the squirting sensation causing her to open her mouth and cross her eyes in silent ecstasy as she held the other pony’s unconscious body tightly against her flesh.

Panting heavily, Fluttershy began to relax. Her body was sweaty, and her mind was swimming. That sensation was unlike anything she had ever felt before. Fluttershy collapsed back into the bed and looked down at her now limp organ. That’s when she saw the other pony, lying breathless between her legs.

Fluttershy covered her mouth with her hooves as she tried not to scream. “Oh no.. No no no...” Fluttershy leaned down and pulled it off of her, sliding her member out of its throat. The limp, sliding sensation would have been nice, except for her mounting horror. Had she killed it?

As she pulled it up, the pony rolled its eyes forward and grinned at her. “Boo!” Fluttershy dropped it.

“Ahh!” She took a moment to recover, breathing heavily as the other pony shook it’s head and stretched its jaw.

It turned to her after briefly stretching. “I enjoyed that, but you have to be careful, Fluttershy. If I was normal that would have really hurt, okay?” It eyed her with a concerned look.

“Umm.. okay...” Fluttershy had questions. “What... what just happened?”

The other pony looked back at her smugly. “You just grew a dick and fucked my face.” The pony popped its jaw again and shook it’s neck just slightly before adding, “Very roughly.”

This didn’t really answer her questions. “Well... how... how did I grow a penis?” She looked between her legs, and the penis had completely retreated. She was normal again.

The other pony slid up next to her and contentedly lay its head on her stomach, closing its eyes and resting as it spoke. “Lord Smooze gifted you with his Smooze.” The pony opened one eye to look at her. “You can control the smooze. Make it do things for you. That’s part of why I’m here. To teach you how to control it.”

“If you’re not a changeling, then what are you?” Fluttershy was still curious what this creature actually was.

“I’m you. From the future... Lord Smooze sent me back in time.” It kept it’s eyes closed, and spoke as though this was a perfectly normal thing to say.

“Wh... What?” Fluttershy must have misheard.

“Lord Smooze sent me back in time, to help gift you with his Smooze. I’m you.”

“I... I would never... You can’t... No...” She couldn’t be this crazy thing. Fluttershy would never do what this terrible monster had done. “ I don’t... You can’t be me.”

The monster kept its eyes closed. It looked like it was crying. It whispered quietly, “I’m sorry.”

Fluttershy just stared in disbelief. “W.. Why did you... Why did you do those things?”

“I had to... For Him.” The monster turned to look at Fluttershy. “Service to Lord Smooze... is hard.” The monster blinked away it’s tears. “And that’s todays lesson. Service to Him is hard.”

Fluttershy stayed quiet for awhile while the other pony laid its head back down on her stomach. Why would this pony serve something so terrible? No, that was wrong. Why would she serve something so terrible?

“Who.. What is Lord Smooze?”

“He... Is the beginning and the end of all things. All things from Smooze and all things into Smooze. He is the most powerful being that exists in any time, in any universe.” The pony was monotone, as if reciting a litany.

“I... don’t know about that..” Fluttershy was worried. This... thing claimed to be her, and claimed to serve some powerful creature. A creature that wasn’t very nice.

“What about... Kindness?” She had to know.

“Lord Smooze... is the ultimate kindness.” The pony kept it’s eyes closed while it continued, “You’ll understand. I’ll teach you.”

Fluttershy sighed. It sounded weird. “Why do you need to teach me? Why can’t... you just leave me alone? If you... don’t mind me asking.”

It lazily watched her with one eye. “To teach you to control yourself. You’re part Smooze now. If you’re not careful, you might hurt somepony.” It’s eyes grew wistful, and its voice became despondent, as though it had to relive a bad memory. “Maybe even kill somepony. I don’t want anypony killed.”

Fluttershy gasped. “Oh no!”

The other pony closed its eye, keeping its head resting on her. “You’ll be fine. I promise.” Both ponies stayed quiet for a moment before the other pony spoke up again, as if remembering something inconsequential. “Oh. And I’m going to help you take over the world.”

“What?”

“I said, ‘I’m going to help you take over the world.’”

“Oh... my.”

> Lesson 8
> --------------------------------------------------------------------------


Lesson 8 - One Flew Out of The Cuckoos Nest


Angel thumped his foot in frustration. He knew his life was sure to get easier now that there were two food slaves, but they had spent all morning together. Maybe he had been worried when Slave #2 came into the house carrying Slave #1, but that was then. Now, he just wanted a salad for breakfast. 

Maybe it was a very specific salad, but it was still just a salad. And it was his slaves’ job to get it. They had woken him up in the middle of the night, and he had been happy that Slave #1 was okay. Maybe he even cried a little. But then, they had the audacity to move him back downstairs! He wasn’t needed upstairs anymore apparently. 

They had been busy with something, making noises all night. He had ignored them, pretending to not hear their activities. He didn’t care or want to know what those sounds had been. But now, he was hungry. He thumped the door again, shaking his paw in frustration at the closed door. 

“Do you think he heard us?” Of course he heard them. Rabbits had big ears for a reason. 

“Maybe we should get up...” Yes! Yes, they should. Angel needed his breakfast. He looked down at his ribs. It had been almost 12 hours since his last meal. That was far too long. He almost cried at the travesty he was witnessing.

“Maybe... we... could practice one more time?” Angel angrily thumped his paw against the door. He was not waiting another half an hour. 

“Or not... I’ll go take care of Angel.” Finally. He was making progress.

“I’ll... feed the other animals. They’re probably hungry.” Why didn’t they hurry? Those other animals were not his problem.

The door opened, and a pony stepped out and picked him up into a hug. “Oh, Angel Bunny. I’m sorry I was late this morning. I was just... getting to know myself better.” Angel would have none of these excuses. He needed food! He tugged lightly on his pony’s ear to remind her.

The pony giggled and whispered to him quietly. “I missed you...” Angel sighed in defeat, and returned the hug. He didn’t know how, but she always got to him.

()()()

Fluttershy sat down and poured herself some tea. She picked up the cup, and drank it right away, relishing the burning sensation as it warmed her stomach. The taste reminded her of a lewd but pleasant dream she’d recently had. She’d been having more of those lately. At least, when she could get to sleep. It had been strange, but she needed to sleep less nowadays. She almost didn’t sleep at all.

Of course, she had filled her time with other activities. Fluttershy smiled contently at the pleasant thought. Her nights had been warm and soft lately, filled with yellow and pink. Angel hadn’t seemed to mind the new addition to their house. It was like he really couldn’t tell the difference between the two of them. Fluttershy was a little unnerved at that. Her closest friend couldn’t tell her apart from that other pony. The one who had so strangely changed her life.

Since Angel couldn’t tell them apart, it was no surprise the rest of her friends couldn’t either. Fluttershy was secretly happy that she could let her new friend stand in for her at social engagements. She enjoyed spending time with her friends, but she also enjoyed her alone time. The other pony had been adamant about not telling anypony about what was going on. She said that keeping it secret was, “Vital to Lord Smoozes plan.”

Fluttershy sighed at that thought, taking another sip of nice hot tea. Lord Smooze seemed to drive the other pony fervently. Fluttershy believed some of what the pony said. It really did seem to be her from the future, as odd as that seemed. Twilight had accidentally proven it during a dinner discussion. 

Twilight claimed to be looking for a time traveler. Fluttershy had quietly listened as Twilight described the spell. The spell she was tracing was apparently designed to send a pony back through time, permanently. The energy involved in the spell was impossible though, so Twilight had wanted to find the time traveler and ask how it could do that. Unfortunately, the time traveler was nowhere to be found, and Twilight was at a loss.

Twilight had explained something about tachyons and being unable to trace them since they occurred before the pony was sent, but after it arrived. She would be able to find the time traveler just before they went back in time, but no sooner. Fluttershy didn’t quite understand, but it did fit exactly with what the other pony had told her.

When Fluttershy asked the other pony about the time traveling, it just said that “Lord Smooze is the most powerful being to walk Equestria in the past, present or future.” Fluttershy had accepted that for now, but sooner or later she might try to get more details for Twilight. Fluttershy blushed as she thought about Twilight. What would Twilight think about the “lessons” she was getting from her future self?

She was getting better at controlling her Smooze. Fluttershy felt weird when she thought about it like that. It was still her body, it could just do more things. She was now able to send out tendrils from herself and manipulate things with them. It certainly made doing the dishes much easier. It was useful for other things as well. Especially “special” time. The smooze could let her feel things from a stallions perspective, but it also made her a little more aggressive. It was kind of nice being in charge like that, but it was also dangerous.

The other pony was training her to be careful, so that she didn’t hurt anypony. Fluttershy didn’t intend to “play” with anypony except the other pony for now, but it kept assuring her that she should be prepared. The other pony was very tough, and Fluttershy really couldn’t hurt it even if she tried. But it let her take charge when she wanted to; it seemed to really enjoy being made to do things. 

Fluttershy herself kind of enjoyed being told what to do as well. It felt so good to just relax and let the pleasant feelings wash through her as the other pony made her do naughty things. Then again, making the other pony do what she wanted was also very appealing. Her stare had been getting more potent, and happened accidentally when she was being directive. It wasn’t a big deal, but she had to watch what she said when she got excited. 

The tea was cooler when Fluttershy remembered it, lost in her own thoughts. She took a sip of the tepid tea and still enjoyed the soothing minty taste. Some things were good no matter how she experienced them. 

The door opened, and a well known pony stepped inside. Fluttershy calmly watched herself step in from the rain as she sipped her tea. This was a familiar sight by now, the other pony often took her place when she didn’t want to go to a social engagement. Fluttershy smiled. They had an empty afternoon now. She had an idea on what to fill it with.

The other pony walked over to the table, sat down, and poured itself a cup of tea as Fluttershy eyed it hungrily. It took a sip and sighed, putting the cup down on the table and giving Fluttershy a grateful look. “Thank you for the tea. Umm... I like it warmer. But this is good, too.”

“Oh, it was no trouble. Although...” Fluttershy smiled wickedly, “If you do want to make it up to me... I think we can figure something out... upstairs.” She winked, suggestively.

The other pony chuckled slightly at her over eager attitude. “I’m glad you like me so much...” After a pause, it began to pout. “But... we can’t.”

Fluttershy was confused. She didn’t understand this at all. The other pony was usually just as ready as she was. “But... But... why?” Fluttershy felt betrayed somehow.

The other pony shifted nervously. “Umm...you see... I came back in time on a mission from Lord Smooze, remember?”

Fluttershy knew the other pony’s mission. It was to train her. “Ahh... Yes?”

The other pony looked sheepish. “Well... You need to start spreading the Smooze. And as long as you and I are... You know... trading it back and forth, It’s not really spreading.”

Fluttershy wasn’t sure how she felt. It was somewhere between angry and confused. “But... I don’t care about that.” She didn’t want to spread Smooze. She just wanted to play with the other pony.

The other pony rest its head heavily on its hooves, looking at her meaningfully. “Well...  I do. If Lord Smooze doesn’t come to this world, then I won’t be sent back in time.” The pony took a sip of tea, and looked meaningfully at Fluttershy. “And then something terrible might happen. So you need to do this.”

Fluttershy looked back angrily. “I... don’t want to.” She thought for a moment and then looked back up defiantly, speaking with authority, “I won’t!”

“I’m sorry... But you really do need to do this. You’ve been... umm... hungry... lately. And I’ve been filling that for you. But I’m just a temporary fix. I’ll never really fulfill your hunger.”

Fluttershy was appalled. Sure, she had been horny lately, but the pony was all she needed! She didn’t need anypony else to scratch that itch. She crossed her hooves and looked to the side. She was offended.

“I know you don’t want to. But you will. I won’t help you take care of that until you do. Just be careful, and don’t hurt anypony when you do, okay?” Fluttershy kept her arms crossed and stared away from the pony. “I’m going to go read upstairs, okay?” The other pony looked at her hopefully

Fluttershy sighed and glanced at it as it walked dejectedly away. “I...didn’t want to fight. I’m sorry.”

()()()()()

The cloud didn’t stand a chance. Fluttershy was tearing into it, biting chunks out and kicking what was left. The exertion of destroying a cloud hadn’t tired her out at all. She looked around for another hapless cloud to let her frustrations out on.

The conversation had happened two whole days ago, and she was not feeling any better about the situation. First, she had tried to plead with the other pony, begging her and teasing her. The other pony had been stoic and answered her with stupid logic like, “If you don’t spread the Smooze, I can’t come back through time itself and something bad might happen.” It wouldn’t even tell her what bad thing might happen.

Then, Fluttershy had tried to help herself. She had tried clopping with her hooves, with her smooze, even with a few “toys” she had discreetly acquired. It was useless. She just didn’t get any sort of satisfaction from the act. All it did was make her want to be with the other pony more.

Fluttershy set down softly on a cloud and grumbled unhappily to herself. All she wanted was to feel the other pony around her. To slide in and out of it as it squirmed and writhed beneath her. To hold it down and make it scream with passion as she released inside of it. Fluttershy shoved her head into the cloud and yelled in frustration. She didn’t notice the sky blue pony with a rainbow mane watching her in amusement.

“Hey Fluttershy! What’s up? You’re acting a little weird...” Fluttershy pulled her face out of the cloud, surprised at the incursion. 

“Oh... My...” Fluttershy hung her head in shame. “I’m sorry you had to see me like this, Rainbow. I’m just a teensy bit frustrated right now.”

“I noticed. I’ve never seen you act this way before, Fluttershy. You know, us weather ponies just kick clouds to bust them. What’s gotten into you?” Rainbow stepped up with concern.

What had gotten into her was exactly not the problem, but Fluttershy chose to ignore Rainbow’s poor word choice. “I’m just... ooh... I could scream.” Fluttershy let out a quiet but high pitched scream of frustration.

Rainbow rolled her eyes, but put her wing around the other pony in a comforting gesture. “Feeling better?”

Fluttershy pouted dejectedly. “No.” She drug her hoof through the cloud in a little swirl, stirring some of it up.

“Hey, Fluttershy. Come on, girl. You know you can tell me what’s up. I’ve always got your back.” Rainbow nuzzled Fluttershy, trying to get her to open up.

Fluttershy sat down and sighed. How could she tell Rainbow about her problem without telling her everything? “Well... You see... I have this friend... who has a problem...”

Dash rolled her eyes. “Why don’t you tell me about this ‘friend’ of yours and her problem.”

Fluttershy started to feel a little more confident explaining the situation. “My... friend... isn’t feeling very well.”

Dash looked concerned. “Is she going to be okay?”

Fluttershy answered quickly. “Yeah. She’ll be fine. But she could be a lot better if she just... did something that she really doesn’t want to.”

Dash looked at Fluttershy with a little confusion. “So... You’re saying that your ‘friend’ isn’t feeling well because she won’t take her medication?”

Fluttershy looked back up at Rainbow. “I... guess so.”

Dash sighed. “Fluttershy, pal. You work with sick animals all the time. You know when somepony is sick, they just need to buck up and take their medication or lay in bed all day, or whatever the doctor told them. You should know that.” 

“I know... But.. But I... My friend... umm... really doesn’t want to.” Fluttershy figured that Dash knew she was talking about herself, but she needed to keep the layer of separation for her own ego. 

“Fluttershy! Do you want to keep feeling like this?” Dash looked at her accusingly.

“No...” Fluttershy hung her head.

“Then take your medicine!” Dash apparently didn’t care about pretending it was Fluttershy’s friend. Dash didn’t know what this was actually about, but did that really matter?

Fluttershy gulped. That was what it boiled down to. She didn’t want to feel like this anymore, and the other pony had told her how to make it stop. Fluttershy looked quietly at Rainbow, and took a deep breath. She could do this.

“Okay... but...” Fluttershy looked at Rainbow’s well toned body. It wasn’t cream yellow, but she was nicely shaped. And Rainbow smelled uncharacteristically nice, “Can you... umm... help me?”

“Of course! I’m always here for my friends.” Rainbow puffed up with pride. 

Fluttershy smiled. She imagined holding down that proud pony, and sliding into her. Feeling her squirm and moan as Fluttershy shoved her own pride deep into Rainbow. Sure, Rainbow was proud. But she would be moaning Fluttershy’s name... And then Fluttershy could return triumphant, and sweep the other pony off its feet and throw it into her bed. Then Fluttershy would get her way again. And again, after that.

“Are you okay? You’re kind of giving me a creepy look there, Fluttershy... What’s up with your eyes?”

“Oh. I’m just fine.” Fluttershy paused for a moment and then lunged, grabbing Dash’s face with her hooves as she pulled the startled pony into a kiss. Dash rapidly jumped away in confusion, leaving Fluttershy with her tongue hanging out.

“Uhh... Fluttershy? I don’t... swing like that...” Dash put her hoof behind her head and looked away blushing. “I’m flattered, really, but... ahh... I have this thing, you see?” 

Fluttershy looked up and down Dash’s virile body. “I see...” She licked her lips. Dash had tasted and smelled so nice. She could see that Dash was fit and strong, at the peak of her life. It would feel so good to squirt inside of her, to pump her full of smooze.

Dash backed up nervously. “Uhh yeah. And it’s exclusive. The thing I have. With Applejack. Yeah. She’d be pretty angry with me if I... uh... started swinging.”

Fluttershy put on her best, most calming smile. “I understand. It’s okay.”

Rainbow looked relieved. “Whew. Thanks. You had me really worried for a second there.”

“Don’t worry. You won’t have to swing. I just need you to turn around and put your tail up.” Fluttershy smiled sweetly. “It’s so I can fuck you.”

Rainbow’s eyes went wide, and then she talked very fast. “Okay! Good luck! Feel better! Bye now! I’m done...” She turned and prepared to take flight, spreading her wings and crouching low. 

That’s when Fluttershy pounced.

She landed heavily on Dash’s back, knocking the surprised pegasus down to her knees. Dash hadn’t expected her to move so fast, or to be so heavy. Dash pushed up with all four of her legs, trying to stand, but Fluttershy held her front half down. Dash’s back half, however stuck up underneath Fluttershy’s body like Dash was presenting herself.

“What the hay? Fluttershy!” Dash seemed confused about what was happening, and struggled to get free.

Fluttershy held Dash down for a second. She smelled the sweat, skin, and building fear as Dash fruitlessly tried to free herself. There was another scent, something exciting. She could feel her friend’s slightly coarser coat rub against hers as the pony struggled. She could hear Dash’s heartbeat speed up in between her pointless exclamations. She felt like a predator. And Dash was her prey.

The proud and boastful Rainbow always liked to show off how cool she was. How fast or awesome she was. How much better than Fluttershy she was. But Fluttershy would show her who was better now. Fluttershy wouldn’t just show her, oh no. Dash was going to experience it.

“Who’s the better pony now, Rainbow?” Fluttershy sneered.

“What? Fluttershy what are you talking about? Let me up!” 

That wasn’t the answer Fluttershy wanted. Fluttershy felt her dick growing, starting to press against Dash’s raised rump. She put her hooves on Dash’s head and pressed it into the cloud. “Don’t make me ask again, Rainbow Dash. Now tell me who the better pony is...” Fluttershy leaned down to Dash’s ear so she would be absolutely sure Dash heard her. “You? Or me?” She pulled Dash’s head out of the cloud.

“Y..You are...?” Dash gasped for breath as she searched for an answer. She seemed truly baffled at Fluttershy’s rapid change of attitude.

Fluttershy rubbed her growing cock through Dash’s tail and against her soft body. She was going to enjoy impaling Rainbow and feeling the weaker mare squeeze around her. Her cock was going to get covered in Dash’s slime. And Rainbow Dash was going to shake and scream her name, knowing who the better pony was as Fluttershy claimed her. That powerful body and proud mind would become nothing but quivering pony flesh underneath Fluttershy as she filled it full of Smooze. And Dash would worship her, if not with her mind, then with her body.

But first, she had to make sure Dash understood. “I am... what?” Fluttershy nibbled on Dash’s ear.

Rainbow took a moment to gather herself before she exploded in frustration. “Fruit bat crazy!” Rainbow screamed in defiance, trying to wriggle away from the prodding at her rear.

Fluttershy frowned as anger creased her face. She slammed Dash’s head into the cloud, and held it under until the pony’s struggles became weak. Dash didn’t understand yet. So Fluttershy was giving her another chance to learn the lesson. She waited until Dash went limp, suffocating in the cloud and then pulled up Dash’s head.

“Try again, Rainbow Dash. What am I?” 

Rainbow Dash gasped for air, fear in her voice. She didn’t understand how her gentle friend had become such a monster. “You... You... are the better pony.”

Fluttershy smiled and grabbed Dash’s mane as she dipped her tip in Dash’s tight pussy lips. 

“Please... Fluttershy. Get a hold of yourself. I don’t want to do this. You’re my friend...” Dash begged for sanity from the terrifying pegasus.

Fluttershy paused at that. She felt her throbbing cock, nestled carefully at Dash’s entrance. She wasn’t quite violating her friend, but the position was far from innocent. There was something in what Dash said. Something she needed. Oh! That was it. She spit out the mane.

“Now say the whole thing. Say ‘Fluttershy is a better pony than me.’” It was her name that had been missing. She needed Dash to say her name.

Dash whimpered as she closed her eyes. “F..Fluttershy...” Fluttershy began to slowly pump her cock, just barely splitting Dash’s lower lips. “is.. is a b..better …” She bit Dash’s mane, and pulled it back taught. “pony... than me.”

Fluttershy jerked Dash’s head back roughly as she speared Dash with her cock. She growled through her teeth as she impaled her friend. “Say it again.”

Dash whimpered and stuttered out her response through pained squeals. “Fluttershy.. Is the better... Pony...”

Fluttershy grit her teeth and snarled, clamped on to Dash’s hair as she claimed her friend. Dash’s body was rocking forward and back as Fluttershy’s powerful thrusts drove into her. Her pussy was warm and tight, and Fluttershy filled her completely. Fluttershy pushed in deep, and kept herself there, feeling Dash twitch around her throbbing cock.

“Do you feel me inside of you, Rainbow Dash?” Fluttershy shook her cock side to side, just enough to wiggle all the way down inside her friend.

“Yes..” Dash was quiet, gasping with each pained breath.

“Can you tell me why? Why I’m on top of you, with my dick buried in your pussy? Why I’m fucking you? All while you’re helplessly whimpering around my cock like the little...” Fluttershy pulled just a little out and rammed herself in as hard as she could to make her point, “Pathetic pony you are!”

Rainbow screamed as Fluttershy rammed painfully into her. 

“Tell me!” Fluttershy angrily yelled, demanding her answer and roughly thrusting again.

Dash screamed in pain and then spoke, “Because Fluttershy is a better pony...” . She whimpered, “Than me...”

Fluttershy gently leaned down next to Dash’s ear, and began to slide slowly in and out of the defeated pony. “That’s right... Just keep saying that. Remember it. I own you now.” Fluttershy slid deep into Dash, plundering the deepest part of her new pony. She quivered with excitement. Dash was already hers. There was just a little bit she had to do to permanently claim the pony. 

Dash repeated the phrase, “Fluttershy is a better pony than me,” frantically, doing her best to appease her friend. Fluttershy slowly rode Dash, easing in and out as she just enjoyed the sensation. She hummed contentedly, making sure Dash was familiar with the touch of her cock. Eventually, Fluttershy grinned and pulled her long, hard dick out of Dash’s defiled hole, making a wet sucking sound as Dash flinched.

Dash turned and looked at her in confusion and fear as her voice began to quiet. Fluttershy glared at her and snarled back, “I didn’t tell you to stop...”

Fluttershy then flipped Dash onto her back on the cloud top as Dash resumed her frantic, terrified chanting. Fluttershy had wanted to see Dash’s face as the pony was truly claimed. 

Fluttershy lowered herself over Rainbow’s body, and forced the mares legs opened wide. Dash locked eyes with her, and Fluttershy watched the mares face as she was penetrated. This time it was warm and wet, Fluttershy’s length easily burying itself in the stretched flesh. 

. Fluttershy drank in Dash’s exquisite face as she was debauched. It was the face of a pony who was defeated and confused. It was the face of a pony who had met a truly powerful predator for the first time, and was broken by it. It was the face of her new pet. Fluttershy kept its eyes captive, and willed it to obey as she spoke a simple command. “You’re mine, Rainbow Dash.”

Rainbow’s chanting began to falter as the command sunk in. Her breathing slowed as well and the terror left her body. Rainbow Dash was weak and broken, but Fluttershy was strong. Fluttershy would protect her, keep her safe. All she had to do was to be Fluttershy’s pony. Rainbow relaxed, not breaking eye contact with the dominant pony.

She wrapped her hooves around Fluttershy, and pulled herself close. Fluttershy found Rainbow kissing her chest and neck between chants. Fluttershy smiled as she fucked her little pony’s pussy, and it clung to her desperately. She relished the sensation for a while, rhythmically sliding in and out of her pet as it worshipped her.

After a while, she could hear its heartbeat change and feel the blood flowing differently through it. The pony made pained noises during its chants, and clung slightly tighter to Fluttershy. She could tell it was close. Her little pony was going to cum.

“Cum for me, Rainbow.” Fluttershy commanded her pony.

Rainbow looked up at her like a lost puppy. “Fluttershy...” Then Rainbow shook her head and looked away, pained. “But... but...” 

Fluttershy was slightly confused. “But what?” She angrily demanded. Rainbow wasn’t the only pony who was close, and Fluttershy was getting frustrated at Rainbow’s distracting defiance.

Dash looked back at her sadly, still rocking back and forth under each iron thrust. “But.. Applejack..” She sounded desperate, as if she was begging for something important.

Fluttershy was confused. What the hay did Applejack have to do with Rainbow cumming for her? Fluttershy tried again. “Cum for me, Rainbow Dash!”

After enduring everything, Rainbow Dash finally broke. She began to cry as her body met each of Fluttershy’s thrusts. “I’m sorry... I’m so sorry Applejack...Applejack.” Rainbow wrapped her arms and legs tightly around fluttershy and began to moan, tears running down her face.

Fluttershy became furious, and locked eyes with Rainbow. She willed Rainbow to obey her as she spoke. “You will cum for me, Rainbow Dash. Me!”

Rainbow spoke as the command sunk in, her face screwed up in confusion. “Apple..Flu..App..Flutt..A...Fluttershy...”

Fluttershy reinforced her command, willing into Dash’s eyes as she whispered. “I said... Cum for me...” She saw the light go out in Rainbow’s eyes as she slammed the order into her brain more forcefully than she had ever tried before. Rainbow Dash would obey her.

Rainbow Dash screamed Fluttershy’s name, and squeezed her body tightly. Fluttershy saw Rainbow’s eyes go cross and her tongue hang out as Rainbow desperately clung to her. It was happening. She had won. Rainbow was lost under Fluttershy’s will.

Fluttershy shuddered at the sight before her, her dear friend completely soaked in ecstasy and clinging to her like they were one. She felt the mare squeezing her cock, trying to suck it with her pussy. Fluttershy groaned, and finally let herself empty into the pony.

She sprayed Rainbows sticky insides with her smooze, pumping the soft pony body full. Squirt after squirt, Fluttershy defiled her little broken pet. It was delicious, fulfilling. She was a predator, feasting on her prey. Fluttershy leaned down and gently bit Rainbows neck as she soaked in their mutual bliss.

Fluttershy collapsed on top of Rainbow, still occasionally spurting into the delirious pony. She sighed as her rush came down and her senses returned to normal. That had been satisfying on a whole new level. She felt fulfilled. Accomplished. Everything was right with the world. Fluttershy stretched languidly on the senseless pony beneath her, just feeling their hot flesh touching and enjoying the sensation.

“Flutt...er..shy..” A weak voice awoke Fluttershy from her post sex daze. She looked down and saw Dash writhing in joy, still attached to her, still chanting her name. Fluttershy stood up rapidly, and panicked. Dash clung to her desperately, writhing and squirming.

“Umm.. let go... please?” Fluttershy was worried. What had she done?

Dash just clung tightly, moaning her name. “Flutt..er...”

Fluttershy froze as she realized what she had done. She was terrified for her friend, and of herself. 
	
> Lesson 9
> --------------------------------------------------------------------------


Lesson 9 - Work for the Wicked


Rainbow Dash lay on Fluttershy’s bed, peacefully swishing her tail back and forth in sleep. Fluttershy and the other mare stood over Rainbows sleeping form, conspiring with each other.

Fluttershy was concerned, but Rainbow seemed much better now. “So, she’ll be okay now?”

The other mare sighed and looked at Dash’s sleeping form. “Mostly. She won’t remember much of anything from yesterday, I had to go very deep to undo what you did.”

“I’m... sorry...” Fluttershy started to sniffle. She hadn’t wanted to hurt anypony. She definitely hadn’t wanted to turn Rainbow into that mindlessly broken animal.

The other pony stepped forward and comforted her. “Hush... It’s okay. Just remember what you learned.”

Fluttershy took a breath before she spoke, getting her poise back. “Right. I can’t lose control.” Control was important. Control was how she could do her mission. Control was how she could serve Lord Smooze. Without control, she was a monster.

“And if you do?” The pony was prompting her. 

She knew this lesson. The pony had drilled it into her after she had brought Rainbow back. “And if I do, I have to make it better once I calm down. Ponies can’t belong to me.”

The pony kept quizzing her, covering more of todays lesson. “And why is that?”

“Because I’m a pony too!” Fluttershy shouted that part. It was important. “And all ponies belong to Lord Smooze.” As long as she was a pony, she wasn’t a monster. Lord Smooze didn’t need a monster to do his works. He needed a pony.

“And what pony belongs to Lord Smooze more than any other pony?”

He didn’t need just any pony. No, he needed a specific pony. “I do. I’m his first pony.”

The day’s lessons recited, the other pony had more to teach Fluttershy. “Take this lesson to heart, Fluttershy. Lord Smooze will protect you. He will save you and every other pony from death itself. But you have to help Him. You have to spread Him to every pony. You are not taking ponies for yourself, you’re giving them His smooze.”

“I... understand.” Fluttershy knew what she had to do for Lord Smooze. But she didn’t know how it would help. “But how does giving them His smooze help?”

The other pony seemed confused for a moment before it had a realization. “Oh... right. I haven’t taught you how that works yet. Well, this is the perfect time. Rainbow is asleep right now, and she won’t wake up for a while.”

Fluttershy wasn’t sure about this. Looking at Dash made her feel bad. “I... don’t want to hurt Rainbow anymore...” She guiltily looked at Dash anyways.

The other pony put a wing over Fluttershy and encouraged her. “You’re not hurting her, you’re helping her.” 

Fluttershy still wasn’t sure. Although, she had gone through something similar when this had started. She hadn’t liked it at first either. “Like you... helped me?” But she had come around eventually.

“Yes.”

“Okay... I guess...” Maybe Rainbow would come around as well. She didn’t like it. She didn’t want to do it. But it was best for Rainbow. It was the only way for Rainbow to understand Lord Smooze.

The other pony began to lecture Fluttershy, oddly similar to one of Twilight’s lectures. “Right now, Rainbow Dash is full of Smooze. But the smooze inside of her directionless.”

“Directionless?”

“Yes. It needs you to tell it what to do. Otherwise it’s useless.” The pony gestured at Rainbow’s sleeping form.

It sounded easy. Maybe she wouldn’t have to do anything else strange to her friend. “How... How do I do that?”

“Well, you can control it easiest by touching it. Eventually you will learn how to control it from further away, but right now physical contact is the best option.”

Or not. “Oh... my.”

The other pony smiled and reassured Fluttershy. “Don’t worry. It’s nice. Then, you just will it to do something. Right now, you want Rainbow to join us. It will... make more sense when you try it.”

Fluttershy started to blush. Rainbow was sleeping soundly on her stomach, her tail haphazardly swishing back and forth like a cat’s. Fluttershy couldn’t just put her hoof in her sleeping friend. “So how should I... umm... you know?”

The other pony gave her twisted smile. “Any part of you will work. Although, I want you to work on your self control. So use your cock. I’ll be here to coach you.”

“Oh... dear.” Fluttershy felt a little embarrassed. 

“It’s okay, just climb on up. Right on top of her.” The other pony gave her a nudge.

“Do you think she’ll mind? I mean, I’m putting it inside of her while she’s asleep.” Fluttershy was nervous. This seemed wrong somehow. The whole thing felt wrong, like she was doing a bad thing to a very close friend. Hadn’t she accidentally hurt Rainbow already? It was one thing for her to Follow Lord Smooze, but to make her friend do it, too? And to do it in such a way? 

The other pony was having none of Fluttershy’s second thoughts. “Just do it, Fluttershy. You have to. For Lord Smooze.”

“Right... For Lord Smooze.” Fluttershy gulped. It didn’t really matter if it was wrong. Sometimes she had to do things that she didn’t want to for Lord Smooze. Sometimes those things didn’t seem right, but Lord Smooze knew best. That was a lesson she had already been taught. 

Fluttershy carefully climbed on top of the sleeping Rainbow and settled on her back. She could feel and hear Rainbow’s heartbeat, the pony was sleeping peacefully. The scent of Rainbow’s mane was alluring and Fluttershy found herself sniffing it intently. The more she smelled it, the more she paid attention to Rainbow’s torpid body. 

The mare was defenceless right now. Fluttershy could do anything she wanted to Rainbow, and Rainbow couldn’t stop her. Heck, Rainbow would probably never even know. She had already taken Rainbow once, what was one more time. Wasn’t Rainbow already her pony now anyways? Fluttershy could do what she wanted with Rainbow. 

She bit into Rainbow’s mane, getting a solid hold. She was going to feel Rainbow Dash sliding up and down her length again. She was going to see the mare wake up and scream her name. She was going to remind Rainbow Dash of what their relationship was now. Fluttershy squinted her eyes angrily and began to growl with anticipation. She was going to make Rainbow hers.

A sharp, quick rap on Fluttershy’s head distracted her, and she saw her clone staring angrily at her holding a newspaper. “Bad Fluttershy! Bad! Don’t do that!”

Fluttershy was startled by the quick sensation and the bizarre sight. The smack hadn’t hurt, but it had gotten her attention. The pony treating her like a dog messing on the floor had kept her attention. Fluttershy shook her head. The other pony was right; she was losing control. She gently put Rainbows head back down.

“I’m sorry... Thank you.” Fluttershy looked down at the sleeping Dash, trying to figure out how to keep her control.

The other pony sighed. “It’s the smell.”

“What? Umm... What do you mean?” Fluttershy looked at the pony curiously.

“You didn’t finish the job earlier. She still smells pure. So your body is still telling you to spread the smooze to her. It doesn’t care how, just that you do. You need to remember that you’re a pony, not a monster. Control yourself. Do it for Lord Smooze. Do it for your friend.”

Fluttershy gulped and looked down at Rainbow again. She had to be stronger than this. She took a few heavy breaths, trying to control herself. She could smell Rainbow. She could practically taste the heady scent. And Rainbow was so close, just inches away. Fluttershy closed her eyes and began to make a high pitch whining noise. She wanted this so badly, but she couldn’t lose control.

“Not like that... You still need to spread the Smooze. You can give in, but you need to do it for Lord Smooze. Not for yourself. Just keep reminding yourself that it’s for Him.”

Fluttershy opened her eyes. She could do this. She leaned down, and whispered into Rainbow’s ear. “I’m going to give you a gift, Dash. You’re going to receive the Lords Smooze.” The words felt right for Fluttershy and helped her build her confidence. Her body shook uncontrollably as she pressed her tip against Dash’s relaxed and exposed vulva. She was going to experience Dash again, but this time it was for Lord Smooze. She took a breath and snarled as she spoke with a righteous fervor, letting go just a little. “Receive His smooze.”

Her hard cock spread Dash’s pussy lips wide as it pushed through. Fluttershy could feel Dash’s burning hot insides. She was still sticky from the last time Fluttershy had claimed her. Fluttershy buried herself deep inside of Dash, it was as far as she could go. She wanted to ravish Dash. To split her so wide that she’d have a permanent leak in back. So everypony would know that Fluttershy fucked Dash so hard that she’d never walk straight again. 

Instead, she stopped and took a deep breath. She was doing this for Lord Smooze, not for her own pride. She took a quiet moment to listen to Dash’s gentle breathing. The mare had no idea what was happening to her. Fluttershy felt her cock, surrounded by her warm friend. It was like a tight fitting glove squeezing her softly. She shivered and realized that she could paint Dash’s insides with Smooze at any moment. She wanted to so badly. Fluttershy looked at the other pony, begging for advice.

“That’s right, Fluttershy. You can enjoy it. Just do it for Lord Smooze...” The other pony looked at her seductively and moved in to steal a kiss from Fluttershy.

Fluttershy let out an “Eep!” when the other pony’s soft tongue invaded her mouth. She had no reason to hold back, so she didn’t. The other pony left Fluttershy’s mouth hanging wide open as she began to pant for air. Fluttershy’s eyes became half lidded and unfocused as she thrust gently into the warm wet pussy.

The first squirt felt so good it almost hurt, and Fluttershy squeaked as she released into her friend. The warm goo shot out of her like a hose, filling Rainbow with The Lord’s smooze. The next thrust was firmer, Fluttershy was losing herself in the ecstasy and gently flapping her wings. Rainbow was christened as Lord Smooze’s pony over and over as Fluttershy grinned victoriously and rocked back and forth on the sleeping pony.

Fluttershy relaxed and felt herself almost melt into the other pony. It was nice, feeling her throbbing member relaxing in Dash’s flesh. She felt the sense of satisfaction, of accomplishment. She felt like everything was right again. Fluttershy looked around with a fat dopey smile, her eyes only partially opened. She felt amazing.

“Doesn’t it feel nice doing it for Lord Smooze?” The other pony was looking at her with a smug grin.

Fluttershy didn’t care at all. “Mhhmm.”

The pony leaned in for a kiss, filling Fluttershy’s mouth with tongue and lips. Fluttershy happily kissed back. Everything felt so amazing. This pony and it’s kisses, the warm wet thing her cock was wrapped in, the sense of satisfaction.

Fluttershy began to pump her dick in and out of the warm thing just to feel how nice it was. The other pony pushed her deeper into a kiss, and Fluttershy closed her eyes. This sex felt so good, so warm and soft everywhere. Fluttershy began to feel it rising again, and her member grew harder.

She intensified the kiss, tongueing harder and faster, nibbling on the other pony’s lips when she could. She began to rock harder, her solid cock spearing the pussy that was engorged on it. Her breathing sped up and grew hotter, and she put her hoof behind her clone’s head so it would stay with her this time. She wanted to taste the delicious pony when she spread the Lord’s smooze.

Fluttershy began to quiver again, and this time squeezed her clone as she fucked the warm wet thing her cock was in. Fluttershy stopped breathing when she came, thrusting hard in one final push, feeling herself empty. This time it really did hurt when it came out. But the pain was satisfying, like scratching an itch until it burned. 

She didn’t squirt much this time, but her cock shook and convulsed, trying to spray smooze that just wasn’t there. Fluttershy took a deep breath as the other mare pulled away and looked at her slyly. “Now, who’s a good kitty?”

Fluttershy gave her best seductive glare, and spoke low as she rode out the high from her orgasm. She didn’t get quite the same thrill she used to from the word, but she still knew how to play the game. “I... am... Meow!” There was just a hint of something nice. Maybe she still did get a thrill on some level. 

“Sexy.” The other pony smiled encouragingly, and ran a hoof across Fluttershy’s cheek. Fluttershy leaned into the hoof and closed her eyes, relishing the sensation. It took a deep breath and made a more reserved smile. “But now we have to practice.” The other pony sounded serious.

“Aww...” Fluttershy was enjoying herself.

“It’s for Lord Smooze.” The pony said it matter of factly.

Fluttershy was disappointed, but she understood what was needed of her. Mostly. “Okay... now what?”

“Just will it. Will your smooze to fill her.”

“Right...” Fluttershy didn’t quite know what the pony meant, but she was ready to try. She focused through her haze, thinking about the Smooze she had poured into Rainbow. Slowly, she began to realize she could feel it. She could feel the insides of Rainbow Dash, and the outside of her cock. She willed it to expand, to fill all of the empty places it could find. 

The Smooze creeped slowly as she focused, filling nooks and crannies, exploring and reaching. Eventually, she felt it crawl all through Rainbow’s lower body. The mare would squirm in her sleep as it spread; twice she cried out, but did not awake. Fluttershy could feel, there were spaces between the walls of Rainbows flesh. The Smooze spread through those, and began to climb up Rainbow’s body.

As it expanded, she could tell where Rainbow’s organs were. Her muscles and bone were conduits for the smooze as it spread. When it covered nerves, Fluttershy would feel a jolt, and then could feel a new part of Rainbow as if it were an extension of her own body. The smooze spread slow and steady, eventually covering all of Rainbow up to her head.

Fluttershy felt a tingle, and then a strange sensation as it joined their minds. She could feel Rainbow Dash sleeping. She could feel Dash’s dreams; Dash was dreaming of Flying. Fluttershy knew Rainbow’s mind. She knew all of Rainbows thoughts and feelings, and it was beautiful. 

Fluttershy began to cry as she became overwhelmingly happy, and Dash’s wing reflexively moved up to wipe her face dry. Fluttershy smiled, and kissed the sleeping beautiful creature. They were one being now. Dash would be part of her forever, and it was wonderful.

“You need to hide her sometimes. It’s nice, but you can’t go around being both of you. It gets confusing with too many ponies.”

“I... understand.” Fluttershy willed Dash down in her mind. She could still feel her, but it wasn’t as overwhelming. Dash was with her, and would always be. She wanted to be more, she wanted the rest of her friends to be with her as well.

“It’s why sometimes I sound like Twilight, or act like Pinkie. They’re all here with me right now. Every pony you’ll ever give the Lords smooze to. I don’t like to bother them often, but when I need their help... they’re always there for me.” The other pony smiled comfortingly at Fluttershy.

“But where are they? Dashie is right here with me, but I’ve only ever seen you.”

“It’s a trick. You’re made of Smooze now, like me. Eventually any pony you spread Smooze to will be made of Smooze as well. Smooze can fit into the space between spaces, and can bend to your will. I have everypony with me, and you can’t see them or even tell that they’re here. Because they are all in between spaces.”

“I don’t understand...” This was all way too confusing for Fluttershy. Especially when Twilight Sparkle stepped out of the other pony and began to lecture her.

“Allow me. Ahem.” Twilight materialized a drawing board, turning to it to explain. “Every molecule is made up of atoms. And atoms are made up of much smaller particles. Now, it turns out that there is a bunch of empty space in an atom, and in these smaller particles. A whole bunch. And smooze is able to compress its particles using a very unique magical compression field, allowing the atoms to be closer together.” She had drawn some little circles with arrows. Fluttershy wasn’t sure if she was awake. What was going on? She felt dizzy.

Twilight continued, unabated. “Since the smooze also allows complete flexibility, this leads us to a substance that can be nearly infinitely dense and fit into any shape. Fluttershy here, or there as the case may be, is our conduit to Lord Smooze, so she controls where we go and what we do. Although...” Twilight turned around and noticed Fluttershy passed out on the floor, mouth wide open in shock. She then glared at the pony she had just stepped out of and rolled her eyes.

“She should be very careful about messing with the past. Especially when she doesn’t remember specific things.” Twilight sighed. “I’m going back. I can see how much of this you paid attention to. Call me if you actually need me.” Twilight angrily stomped into the other pony’s body. 

The other pony whispered, “Sorry...” and then put the still unconscious Fluttershy on the bed with Rainbow Dash, all while slowly turning red from embarrassment.
	
> Lesson 10
> --------------------------------------------------------------------------


Lesson 10 - Nothing Right to Learn


Fluttershy stood outside of Applejack’s barn, quietly waiting. Rainbow Dash was inside, having a conversation with Applejack. Fluttershy felt a little guilty about what she had done to Rainbow. When Rainbow had woken up, she had been frightened and confused at Fluttershy’s presence in her mind. Fluttershy had forced her to calm down, controlling her friends emotions. Then Fluttershy had made some small changes to put her at ease. Rainbow Dash loved the Smooze now, more than anything. And she wanted to help spread it to her most important friend.

Fluttershy listened in to the conversation through Rainbow’s mind.

“I don’t want to do it, RD. I thought we was exclusive? I thought you loved me.”

“AJ! Don’t say things like that. Of course I love you. And this is just a one time thing okay? If you don’t like it, we’ll never do it again.” 

Applejack harrumphed. “RD... This is not something I wanna do..”

Rainbow was begging. She needed Applejack. “Please, just try it? We can stop anytime if you don’t like it. Do it for me, please?”

“Begging doesn’t become you RD...” Applejack sounded sad.

“Well, what else am I going to do? The most important mare in my life doesn’t want to do something for me. Something that I think is important to at least try. Where does that put me?” Rainbow was getting angry.

“If it means so darn much to you... Fine.” Applejack didn’t sound happy about it, but she had said yes.

“AJ come here.” Rainbow asked her to come over, and Applejack did.

“We can stop if I don’t like it? Right?” Applejack was staring deep into Rainbows eyes, measuring her.

“Of course we can, AJ. Don’t you trust me?” Fluttershy was paying very close attention, and squished Rainbow’s guilt before it had a chance to show. There would be no stopping, they both knew it. Applejack couldn’t know it though, not yet.

Applejack glanced from Rainbow’s eyes, studying her as she spoke. “Yeah... Yeah I guess I do.” Applejack sounded a little lighter, more reassured. Fluttershy had to squish Rainbow’s guilt again.

Rainbow hugged Applejack tightly, and spoke uncharacteristically sweetly. “I promise, this will make us closer AJ.” 

()()()()()

Fluttershy quietly peeked through the door. Applejack was secured with her legs tied tightly to wooden supports. Her tail was tied to the side by a rope so it wouldn’t be getting in the way. She was wearing a blindfold, a blue strip of cloth that had hazy memories of a different time for Fluttershy. Rainbow was kissing her, constantly paying attention to the tightly bound mare.

Fluttershy hovered into the room, and gently set herself down next to the couple. She nodded at Rainbow.

“Okay AJ! The... other pony is here.” Rainbow spoke reassuringly.

“I’m not so sure about this, RD.” Applejack was nervously sweating

“Hey. It’s cool. I’ll be here for you the whole time.” Rainbow kissed Applejack affectionately. “We’re gonna start, okay? Just relax. You’ll love it. I promise.”

Applejack shifted uncomfortably, “Alright.”

Fluttershy smiled as she moved behind Applejack, getting a view of the ripe apple that was waiting for her. She took a deep breath and immediately recognized the scent. Applejack was pure, untainted by Smooze. Fluttershy was going to enjoy defiling her.

Applejack was startled when Fluttershy kissed the side of her body, but quickly relaxed as she nibbled around her back. Fluttershy carefully explored Applejack, gently licking her cutie mark and nibbling around the edge. Applejack let out a sigh. “This... isn’t so bad, RD.”

Rainbow smirked. “Just wait AJ. It only gets better.” Then joined her in a kiss.

Fluttershy was feeling her own body respond. The smell of Applejack was just too much and being so close to a bound defenceless pony was getting to her. Fluttershy nibbled a little harder, causing Applejack to squirm. Fluttershy found herself slowly crawling up Applejacks back, nibbling and pulling on her mane. 

Applejack was breathing heavily in between intimate kisses with Rainbow. Fluttershy could feel her flagging, and pressing their bodies together. Rainbow had gotten Applejack quite worked up, and Fluttershy’s tender touch had helped. 

Fluttershy aligned her member with Applejack’s waiting core, pressing her tip against the wet lips. She was ready. The helpless pony was going to succomb to her will, and become one with the Smooze. It was going to be so good when Applejack screamed her name. Fluttershy leaned down and bit into Applejack’s hair, her eyes narrowing intently. She took deep breath of her captured prey.

She was going to destroy her, and after, claim the wrecked pony as her pet. She was going to consume everything Applejack was. Fluttershy started a low growl as she readied herself to feed.

A small pain of sorrow ran through her, and she startled. She glanced up and saw Rainbow looking at her with tearful defeated eyes, quietly waiting to see what she did with her lover. 

Fluttershy let go of Applejack’s mane and closed her eyes in shame. She couldn’t do it like this. She had to have control. She opened her eyes, and felt calmer. More determined. She whispered into Applejacks ear. “Accept his Smooze.” 

Rainbow smiled in relief as Applejack spoke in confusion. “Huh? What?...Fluttershy?”

Fluttershy claimed her friend for Lord Smooze, firmly pushing into the bound pony’s body. Applejack gasped and shuddered as she was filled with Fluttershy’s length. “AAh!”

The bound pony was hot and wet, warming Fluttershy’s throbbing organ as it thrust inside. Fluttershy could feel the pony underneath her shake in delight as Dash kissed it. Applejack was loving this, getting railed by a pony from behind while her lover attended her mouth. Fluttershy groaned as the sticky sensations of Applejack’s insides began to get to her. She could release herself right now, filling Applejack’s body with Smooze and making her one of them. 

But that wasn’t what Rainbow wanted. Not yet. Rainbow had wanted Applejack to enjoy this. And at least in part, Fluttershy was Rainbow right now. Fluttershy willed her Smooze, feeling a tendril spread from her back and crawl around Applejack’s body. She would ensure Applejack loved every second of her conversion.

The small tentacle climbed around Applejack, holding her tightly as Fluttershy continued to spread her. Applejack shuddered when the tentacle reached her clit, and latched onto it like a tiny suction cup. Fluttershy grinned devilishly as Applejack writhed in pleasure at her touch. 

Soon, Applejack was grunting loudly into Rainbows mouth with every one of Fluttershy’s deep rhythmic strokes. Fluttershy lightly ran her hoof up Applejacks neck and settled it on her chin. She firmly pulled Applejack out of a kiss with Rainbow, and turned her head to the side. “You know, Applejack, Rainbow loves you very much...”

Applejack was disoriented, lost in a haze of pleasure and sex. She tried to focus through the blindfold. “Fluttershy?”

“That’s right... But Rainbow isn’t the only pony that loves you. I love you, too.” Fluttershy emphasized her words with a rough suckle on Applejack’s clit, causing the mare to let out a fluttered sigh. “I want you to join my family.”

Applejack was moaning with each thrust, so her question was breathless. “Family?”

Fluttershy was calm as she ravished Applejack, conversing easily as she watched the mare squirm and moan. She could do anything for Lord Smooze. “That’s right. I want you and Rainbow to be in my family together. Then, we can be together forever.” Fluttershy licked Applejack’s strained face, tasting the sweat as she drug her tongue up to Applejack’s ear. The wet tongue cause Applejack to shudder.

“I... I love Rainbow...”

Fluttershy smiled and nibbled on Applejack’s ear, eliciting a soft groan from the mare. She whispered, “I love Rainbow too. But I also love you.” Fluttershy increased her tempo, pushing harder and deeper as she felt Applejacks fire rising. “Can you love me?”

Applejack moaned deeply, breathing loudly as her distracted mind worked through the question. Her body was glistening, covered in sweat. Her mane was matted, messily scattered back and forth. Her body was burning from the heat that radiated off of her. She was nearing her limit.

Fluttershy grew desperate. “Applejack, please...” She needed this. Rainbow needed this. If Applejack said no, she would take her anyways. This loving act would turn violent, and Rainbow would be hurt. Fluttershy would have to lose control. She didn’t want that.

“Ah... I can...” Applejack groaned, reaching a decision.

Fluttershy was relieved. She smiled contentedly, and felt herself throb inside of Applejack. Fluttershy pulled Applejack into a kiss while Rainbow began to happily nibble on Applejack’s ear. Applejack’s mouth was wet and sweet. It actually did taste faintly of apples. Fluttershy was going to enjoy her friend again once they both served lord Smooze. And probably again after that.

Applejack wriggled delightfully, frantically exploring Fluttershy’s mouth. Fluttershy pushed herself deep, feeling Applejack’s excitement. She gave in a little to her desires, she couldn’t help it. Fluttershy pulled out of their kiss and grew a little rough, pushing Applejack closer to the edge. “Say... that you love me.”

Applejack just wordlessly moaned, losing herself in the feeling. Fluttershy wanted to tear off Applejack’s blindfold, and force Applejack to love her. All she had to do was stare into Applejack’s eyes, and will it. Applejack wouldn’t resist. Fluttershy squeezed her little pony and it arched its back delightfully under her. It couldn’t resist her right now at all.

She could do it so easily, but she didn’t. Instead, she asked again. She stroked under Applejack’s neck, and built her up to a crescendo as she spoke. “Tell me that you love me.” She whispered lasciviously into Aplejack’s ear. Applejack shuddered and shook under her.

Fluttershy was pounding her roughly, filling her deep and pushing her whole body forward with each thrust. Applejack was close. Fluttershy didn’t need to play Applejacks mind to get what she wanted. She already had Applejack’s body.

Fluttershy sent a two more tentacles of Smooze to go flick Applejacks nipples, causing the mare to whine. She wasn’t going to let Applejack finish until the honest mare told her what she wanted to hear. She whispered again. “Tell me...”

Applejack shuddered uncontrollably. “I... I...”

Fluttershy grinned and asked again, sticking her tongue into the mares ear. “Tell me...”

Applejack held her breath, and her body tightened all over Fluttershy. Fluttershy flicked her nipples again as she bit Applejack’s ear. The pony was going to do what she wanted. “I love you...”

Fluttershy let herself go, filling Applejack with her Smooze. Her body convulsed as she painted Applejack’s insides white. Applejack screamed incoherently, her core milking Fluttershy’s member as it twitched. Fluttershy bit Applejacks neck, soaking in the heady scent of the pony she was claiming for Lord Smooze. The pure pony’s scent was changing, and it was delicious.

Applejack relaxed underneath her, the strong pony’s taught muscles becoming weak and limp. “Oh... My... Stars...” Fluttershy was still squirting, languidly thrusting and pumping more Smooze into the exhausted pony. She didn’t pay much attention as Rainbow came up and smugly took off Applejacks blindfold.

“Told you it was awesome.” Rainbow grinned.

Applejack just smiled weakly and kissed her lover gently. “When you’re right, you’re right.”

Rainbow pulled back and smiled ecstatically. “Now for the best part!”

“It get’s better?” Applejack questioned.

Fluttershy took this as her cue, waking up from her daze. “Oh. Yes. Just relax and let Mama Fluttershy make you part of Lord Smooze’s family.”

Applejack was confused. “What?”

Fluttershy willed her Smooze to expand, filling Applejack’s insides. 

“I.. Don’t... Something feels... off.” Applejack was getting concerned, her face dropping into a frown.

Fluttershy began to feel Applejack, knowing her body from the inside. She pushed the smooze through spaces into the rest of Applejacks body. 

“Ow.. Something hurts. What’s happening?” Applejack started to squirm, the panic rising in her voice. Fluttershy felt the smooze expanding, filling her organs and body. Applejack squealed uncomfortably as smooze invaded her nervous system, making her start to feel numb.

“Please... Please help...” Applejack looked at Rainbow Dash, begging. To her horror, Rainbow was smiling.

“Don’t worry AJ. It’ll be over soon. And then we’ll be closer than ever.” Rainbow was giddy. This is what she had wanted all along.

Applejack’s face grew into absolute terror as the smooze invaded all of her, enclosing on her brain. She begged one last time. “He...lp...”

Applejack was terrified and felt betrayed. She watched her lover grin maniacally as something invaded her mind, and then Fluttershy squashed those feelings. 

Applejack was one of them, and smiled.
> Bonus Lesson "The end of the road"
> --------------------------------------------------------------------------


Fluttershy stood in the castle court room, the last pony glaring hatefully back at her from its throne. Fluttershy had done it. Conquered Equestria, one being at a time. Sure, the extension of herself through the other ponies and creatures that had joined with her had helped, but ultimately it was Fluttershy that stood alone against the Princess. After the discovery of Luna's conversion, Celestia had done her best to eliminate Fluttershy's family. But Fluttershy had evaded and eluded her efforts until nopony was left but the sun goddess herself. And even Celestia would fall to the combined might of Equestria and Lord Smooze. Soon all would be smooze.

Celestia rose from her throne, her face a veneer of barely controlled rage. "So. You've finally come for me, monster." She sneered. "There is no longer reason for your charade. T'is you and I, and taking the form of kindness shall grant you no advantage. I shall scour you from this planet. Burning an effigy of my race is no barrier." Celestia was beyond anger, but weariness still shone through her eyes. She had not rested in many days or nights, and the toll was weighing heavy upon her.

Fluttershy stood confidently, unafraid of the angry goddess. "I'm sorry, princess. I tried to do it nicer, joining ponies peacefully while they slept, or at least ushering them gently into smooze. I never did want to hurt anypony. I just wanted to make everypony happy. And in a way, I have." Fluttershy smiled calmly, waiting for the princess's response.

Celestia was mildly taken aback. She had honestly expected the monster to attack her with everything it had. Surely with the combined might of her sister and the rest of Equestria she wouldn't truly be able to fight it. She knew it would win. Her only hope had been to destroy it with her. She had an eternity to ponder being alone, or she would fall when it struck. Celestia could afford to speak with the monster for a while. She hadn't decided which fate she preferred yet anyways. 

"You didn't want to hurt anypony? Am I to believe you are still carrying on the facade of being the element of Kindness? As Fluttershy?" Celestia was slightly confused, it was such an odd choice for an avatar. Why not speak with her as her sister or even as Twilight Sparkle? Either would certainly put her at a disadvantage.

Fluttershy bowed, dipping her head gracefully. "It's more than a facade your majesty. A long time ago now, I had to make a choice. I had to choose to be Fluttershy or choose to be a monster of Smooze. A mindlessly hungry creature intent on devouring everything." Fluttershy's smile waned and her eyes went distant as her tone grew more serious. "I have kept every pony, animal, and creature safe. They exist together as one, and still as themselves. Everypony is here with me now, under my care." Fluttershy smiled as she finished, eyeing the princess again. 

Celestia frowned and returned the monsters glare. "Everypony except one, I believe?"

"Yes, your majesty. The others want to be with you." 

"And how did you become the caretaker of all of Equestria, Fluttershy?" 

"I sent myself back in time to guide myself. All of it was for Lord Smooze. With his power, I can keep everypony safe. Forever."

"You take me for a fool, monster?" As Celestia spoke, she thought on the situation and calculated. There was the possibility that she would win the fight, burning the monster to nothing. Then she would live out her life as the last pony. Perhaps she could find acceptance with the minotaurs or the dragons. It was also just as likely they had been consumed by this monster by now. She had no idea how long it had been running rampant in her kingdom, or even how long ago it had claimed her sister. It was the potential for an eternity of loneliness. Or there was the alternative.

Celestia paused but a moment to continue her thought. "You expect me to believe that every creature that was in my kingdom lives on within you?"

Fluttershy smiled serenely. "I don't need you to believe me yet your Majesty. You'll know the truth soon enough. But if it helps you feel better, then yes. Everypony is here right now. They're excited." Fluttershy's eyes shone like an angel, and her wings spread wide as she lifted them. Fluttershy grew slightly in size and from underneath her wingspan stepped Luna and Twilight.

Celestia's brain shut off for a moment. They looked exactly like they had when this all started, who knows how long ago. Before the hunts and the burnings. Before it all came to an end. She herself had ended the simulacrum that looked like Twilight. It's bubbling and burning flesh still haunted her memories. And yet, here it was again. When her brain caught back up, her emotions were with it. Anger at seeing Twilight, horror at remembering the way it screamed. Fear at seeing her sister, strong and dark as ever, easily her equal in her prime. Celestia knew she was no where near her prime. And just a glimmer, a terrible horrible emotion. One that betrayed everything she fought for. A selfish hope.

In her moment of weakness, Celestia made her decision. She would fight, and she would lose. She blinked angrily at her sister clearing the forming tears, and glanced menacingly at Twilight. Raising herself to full height, she spread her wings and shouted in her royal voice. "Be gone mine memories! This place is dead to thee."

The clone of Twilight looked over to Luna in confusion, but the Lunar replica merely smirked in quiet satisfaction at her sister and motioned for them both to retreat under Fluttershy's wings. As they disappeared under the yellow wingspan, Fluttershy's eyes returned to normal and her size seemed to shrink back down to the little pony she had been.

Celestia's mind was racing. They had acted exactly as they should. With one exception. "Why was Twilight not scared of me?" Twilight's clone had been eliminated. And it had been very unpleasant for all parties involved.

Fluttershy frowned at that. "I had to erase the memory of what you did to her. I take care of my ponies, and what you did broke her heart. She begged me to forget it. She doesn't remember, but I do. It's an awful memory." Fluttershy kept frowning.

"I.. I am sorry for the pain it caused. It still haunts me as well. But you are a monster." Celestia didn't want to wait anymore. It was now or never. "And you must be stopped!" She lunged at Fluttershy, lowering and igniting her horn in a pure white flame.

"Don't worry. I'll let you forget too. You'll both be happy." Fluttershy moved with an unearthly speed, quietly speaking out to herself as she sidestepped the princess's assault.

Celestia hadn't expected her to move as fast as she did, and stumbled forward into empty air. She swung herself around just in time to catch sight of the binding glyph Fluttershy had drawn erupt from the floor. Tentacles of Smooze created an intricate and complex glyph as they rose from the ground around her. She felt her magic drain almost instantly. The only pony who knew of such a glyph had been Luna. The only pony who could draw such a glyph would have been Twilight. Celestia cried as Fluttershy stepped forward.

"There there. It's okay." Fluttershy grew a few smooze tentacles and began to point them at Celestia. "I'm going to make it all better now, just let mama Fluttershy take care of you."

Celestia turned her face right as the tentacles raced towards her, getting an unwanted face full of smooze. The stinging substance sprayed into her mouth, around her eyes, and worst of all straight up her nose, tickling and burning her sinuses.

Celestia sneezed, shooting Smooze from her nose as her body tried to expel the foul substance. Years of decorum kicked in and she reflexively spoke without thinking. “Ex-Smooze me!”

Fluttershy stopped, and stared at Celestia in utter and complete bafflement. Did Celestia really just say that? “W...What?”

Celestia sniffled a bit, clearing her sinuses of the foul substance. She coughed a little Smooze out as well, and then spoke again. “Ahem. I said, 'Ex-smooze me.' It's only polite.” Celestia then paused for a second, reconsidering her words. “Oh... dear. Did I just say...?”

Fluttershy relaxed her hold on the sun goddess, letting her tentacles slip slowly off her once pristine white coat. The situation had just became quite awkward. “I... Yes. I'm pretty sure you did.”

The two looked back and forth for a moment, doing their best to avoid eye contact and shuffling their feet awkwardly. 
A masculine voice broke the tension, laughing out in pure enjoyment. “Ah Ah ha! So worth it!”

Celestia and Fluttershy looked at each other in confusion, and then Celestia's eyes narrowed in rage as she screamed. “Discord!”

The mad Draconique appeared with a snap, floating above the wrecked palace and giggling gleefully. “AH ha ha ha! Oh you should see the look on your faces... Priceless!”

Fluttershy looked on in confusion. What was happening? Why was Discord suddenly here? Hadn't he been trapped in stone for forever?

Celestia's eyes burned with an unfathomable rage as she turned her back to Fluttershy, her attention completely on the Draconique. “Is this...” Her voice began to hiss and the floor around her burst into flames, “your doing?”

“My dear Celestia! Whatever do you mean? Surely you aren't accusing moi of anything!” Discord swam in a Mobius strip as he spoke, the serpent chasing its tail.

Celestia's rage was unabated. “Discord? Did you tear the fabric of space and time, wreck my kingdom,   destroy my ponies, and corrupt my little sister...” Celestia's voice began to trail off as she finished, her eyes glazing over, “For... a bad pun?”

Discord responded as though he was offended. “The nerve! I thought it was an excellent pun...”

Celestia quietly stared, stunned from her own realization. Fluttershy, however, had to make sure. “Discord? Did you really?” She stepped forward, tears in her eyes. “Did you really... torture me... to turn me into a monster? So I could... rape my friends? And fight with the princess? For... a joke?”

Discord continued. “Well, don't make it sound too easy! Do you have any idea how many times I had to send you back to get it right? Once, you even ate me!" He acted flabbergasted, "Me! The lord of chaos! That took a while to fix." Discord rolled his eyes. "Cheeses. Nopony appreciates a good joke nowadays.” Discord huffed in frustration. “Heh. Ex-smooze me. Ha! Ha hahah!” He began to laugh again.

Fluttershy got down to the ground and curled up into a little ball, hugging herself. Nothing made sense. But that was the lesson, wasn't it? She let out a giggle, “ha...”

Curled on the floor, reason and reality began to slip from her and she began to laugh as she fell into insanity with the mad god of chaos as the room was consumed in an unfathomable blaze.