Chapter 1
It was pitch black outside, the middle of the night, and all the lights were off in Fluttershy’s cottage. Inside the cottage slept Fluttershy, snuggled warm and safe in her bed. That’s when the knocking started.
Knock knock knock!
Fluttershy was awoken by the sound of needful knocking on her front door. She groggily opened her eyes and slowly turned her gaze to her clock. Despite the lights being off, she could still just make out the time: 3 AM. She was aware that there was a possibility of an animal emergency at that time of night, but she was too tired to deal with it so early, so she decided it could wait until morning. She turned back over and attempted to go back to sleep, but the knocking just continued. It became louder and more incessant.
KNOCK! KNOCK! KNOCK!
So with an exasperated groan, Fluttershy got out of her warm comfy bed and shambled her way to the front door. She yawned and scratched her belly, not caring that her mane was a complete mess. If whoever it was wanted them up so bad, they’d get bedhead Fluttershy and like it.
She walked through the decently warm (but not as warm as her bed was) house and opened the door. Half asleep and cooling down from the warmth of her bed, she flung the door open and began to berate whoever it was.
“Now look here! I know I said I’d take emergency pet problems,” complained Fluttershy her normal demeanor all but gone in her half-asleep state. “But it is 3 in the morning and I’m trying to sleep! So you better have a-”
Something registered in her brain that caused Fluttershy’s complaining to stop. She blinked as her half-asleep brain finally catching up with what or whom she was seeing standing in her doorway. It was Rarity and, strangely, she had no pet to be seen with her.
“Rarity?” she half-asked, half spoke. “Oh! Oh dear, I’m so sorry I started yelling at you!” Fluttershy quickly apologized. “But why are you banging on my door at 3 AM? And with no pet?”
“Right, yes,” was Rarity’s quick reply to the question. “You see, it should be I apologizing to you for waking you up at this Celestia awful hour! I wasn’t sure who else I could turn to!”
“Oh my… that sounds serious…”
Rarity blushed embarrassed at Fluttershy’s comment. “Right, er, well, I mean…” she stammered out her reply. “You see, it’s not really THAT serious.”
“Well then, what’s wrong?”
“Well, just as I was about to get into bed I heard this awful sound coming from my fireplace. I went to investigate and... “ Rarity paused for dramatic effect. “The damper had fallen shut! So I attempted to open it again so the smoke could leave and I couldn’t!” Rarity sighed. “And of course with the damper stuck, obviously that means I can’t have a fire going which means-”
Fluttershy cut in. “Which means you can’t have a fire going, meaning your place is much too cold to stay! Oh, I’m so sorry to hear that!”
“Yes well, I’m fairly certain that something has fallen inside from the top and has wedged it shut.” Rarity let out another small sigh. “I’m planning to go tomorrow to find somepony to get it looked at, but I can’t spend the night in a dreadfully cold house!“ Rarity finally got to the question she had been meaning to ask the entire time. “Could you be a dear and let me stay here for the night?”
Fluttershy glanced back and forth between Rarity and the empty space behind her. Slowly a confused look crept onto Fluttershy’s face. “Oh, certainly! I couldn’t turn you out in a night as cold as tonight! But,” Fluttershy continued, “Where are Sweetie Belle and Opal? Surely you can’t have left them to-”
“Oh my! Certainly NOT!” Rarity responded rather indignantly. “What kind of pony do you take me for? No, Sweetie and Opal are at their heated clubhouse with Applebloom and Scootaloo. It’s nice, warm, and much too small for all three of them along with their pets and me.”
Fluttershy finally noticed how cold the night was and motioned for Rarity to enter the inside of her much warmer house. “I’m sorry I’ve kept you out in the cold with my questions! Please come inside.” She gestured to the fireplace with the small, warmth-filled fire. “If you’ll just sit by the fire and warm yourself up, I’ll get you a proper bed prepared for you.”
Rarity did just that, wandering over and plopping herself down on the floor in front of Fluttershy’s fireplace. She sighed, this time in contentment, as the warmth slowly spread over her body. The lateness of the day combined with the warmth of the fire allowed Rarity to drift off to sleep right there on the floor. And from where she passed out she was more than generously exposing her bits to the whole room.
It just so happened that Fluttershy came back into the room with a perfect line of sight to see the mare’s bits on full display. “Rarity! I have your- Oh… my…” is all Fluttershy could say as her words faltered. She had fantasized many times about Rarity over the years, but to have the best view she could ever hope for? She felt a stirring in her sheath.
She was unable to avert her gaze from the pristine, perfect pussy right on display for her to see. Biting her lip she quickly grabbed a blanket from a nearby couch and very carefully placed it on Rarity to tuck her in, doing her best to not wake her up. She took one last glance at Raity’s pussy before letting the blanket cover it up. Her cock dangled below her and throbbed lightly, begging for attention.
“OK, Just one little quickie, then I’ll wake Rarity up,” Fluttershy thought to herself. “And if Rarity asks what took so long, I’ll just say it took longer than usual to get her bed ready…” she muttered before running to her bedroom. The vision of Rarity fresh in Fluttershy’s mind, each step toward her bedroom made her cock get harder and drip more pre on the floor.
As soon as she was in her bedroom, Fluttershy slammed the door closed and jumped on her bed. She landed on her back, her large cock standing at attention. She reached a hoof up and started to stroke her throbbing cock as more pre leaked from her tip. In her haste and pleasure, she forgot she had a guest over and was asleep in the next room over. As such, Fluttershy didn’t stifle her moans at all.
The loud moans drifted through the silent house and, though muffled thanks to the closed door, the sound was loud enough to rouse Rarity from her light sleep.
“Nnngh… wh-what’s… going on?” groaned Rarity weakly as she arose and stretched. She glanced up at the clock and saw that enough time had passed that her guest bed should be ready. But as she looked around the room, she found no trace of Fluttershy. The only activity in the house she could detect was the moaning sounds she was hearing. She sleepily tracked the sound through the house until she found the source: the moans were coming from inside Fluttershy’s room upstairs. Slowly, Rarity ascended the stairs to the door to the room. She reached out and turned the handle, opening the unlocked door. “Fluttershy, darling,” she started while yawning. “Are you alright in here?”
The scent of musk hit her nose hard as soon as she stepped in. The scent was concentrated enough to finish waking her up. It took her a second to recognize the smell, but when she did, she found it both intoxicating and quite familiar. A blush formed on her face when she realized she had walked in on Fluttershy in the midst of, how Pinkie Pie described the act of masturbation, playing solitaire. Rarity was about to politely and quietly excuse herself from her interruption, but the lewd sounds and musky scent hanging heavy in the room beckoned her to approach the bed.
Rarity walked softly over to the end of Fluttershy’s bed, then slowly raised herself up along the hoofboard of Fluttershy’s bed. She peeked over the top of the wood and got quite the up close and personal view of what was going on.
The first thing she saw was Fluttershy’s front hooves playing with her bits. One was busy massaging her fat, plump balls while the other was busy stroking off her large, throbbing, pre-dripping cock. The musk that permeated the air around her Rarity could swear it was thick enough for her to see. That musk seemed to be most concentrated around Fluttershy’s cock and balls. Rarity found herself staring at that delicious-smelling, intoxicating cock, her tongue lolling out of her mouth with desire.
Still moving slowly so as to not alert Fluttershy she wasn’t alone in the bedroom, Rarity carefully climbed onto the bed. She sat herself down softly and positioned herself to have a front-row seat to the action. Fluttershy’s rubbing sped up and her breathing became heavier, indicating she was getting close to her release. Rarity once again was careful, gently taking the tip of the member in her magic and pointing the unflared tip right at her face. “That’s it, Fluttershy…” Rarity whispered. “Cum on my face.”
Fluttershy was too lost in her pleasure to even notice that somepony was watching her, let alone aiming her cock or looking directly at it. She did notice the warm magic and how nice it felt, at least. Nice enough that Fluttershy was pumping even faster on her cock, lingering on the edge of release. In the back of her mind, she knew she had to finish quickly before Rarity woke up. And with that thought she found herself fantasizing about Rarity again. She couldn’t help but remember seeing Rarity, laying in front of the fire and presenting her pussy to the room. Fluttershy would never have the courage to outright ask Rarity for sex, but she could imagine (and did imagine on multiple occasions) sitting down behind Rarity as she slept soundly. She would be doing the same thing she was doing now, stroking herself off, while pointing the tip of her cock right at that pristine pony pussy. She’d cum hard and coat her friend’s pussy in cum and, If she was lucky, just that alone might get her pregnant!
Those thoughts, along with the warm magic around her tip, were finally enough to send Fluttershy over the edge. Rarity flinched at the first shot of cum that splattered her face as there was no warning for Rarity at all save for the fast-expanding of the flare. She gave a small lick to taste the salty spunk before getting utterly blasted by Fluttershy’s emptying balls. Spurt after spurt of cum covered her body as Fluttershy unleashed at least a gallon of cum all over her. Fluttershy let out a loud, pleased, fulfilled sigh before flopping onto the bed and breathing hard.
Rarity heard the heavy breathing from the futa mare who had just climaxed and knew she was basking in the afterglow of her release. With her experience with other stallions, she knew Fluttershy would be basking for at least a good 15 minutes. More than enough time for Rarity to carefully excuse herself and take a quick shower to clean up the mess from her viewing. And Fluttershy would be none the wiser that she had an audience. But as soon as she stepped off the bed she felt a powerful jerk on her body.
Rarityturned and watched as she was tugged backward toward the bed as some of the cum covering her body was slurped back into the cock. Fluttershy felt it as well, a familiar feeling that she had felt numerous times after finishing her alone time. She let out a small moan, still dazed in her afterglow.
“Mmmmm… guess one of my little critters snuck in while I was playing…”
There was another loud slurp that echoed in the bedroom as both the cum and Rarity were dragged toward Fluttershy’s cocktip. Rarity ran a hoof through the sticky cum to get it off but found that only spread the cum around and stick more. A third loud slurp and she was pulled fully back onto the bed, her rump resting right against the tip of the cock.
“Mmmm… you know not to interrupt my alone time,” cooed out Fluttershy, her eyes still closed. “Because you know what happens if you do~”
Rarity didn’t know what happened, but she was at a point she didn’t want to find out. She attempted to get herself from the cum trapping her against Fluttershy’s cockslit, but it was a futile effort. In the midst of her fighting, Rarity felt another hard tug as she watched in surprise as not only did the cock slit easily stretch to accommodate her, but nearly half of her was dragged inside with the lewdest sounding slurp she had ever heard!
Trapped halfway inside the cock, Rarity found it was warm, wet, and somewhat inviting. But she really needed to get herself free. Her first plan was to squirm about and alert Fluttershy to her presence while hopefully getting Fluttershy out of her afterglow quicker. But that plan backfired hard. Instead of alerting Fluttershy that something was wrong, the movement only brought renewed pleasure.
Another moan escaped Fluttershy’s lips as she flexed her cock from the pleasure. “Ah ah ah, you’re just a cock snack now…” Fluttershy moaned out over the sound of a lewd, long, loud slurp echoing in the room. At the same time, Rarity found she was slurped down further into the throbbing, dripping length, her size displacing some of the pre dripping out around her. That same, musky pre that had enticed her earlier soaked into Rarity’s coat and matted it in places.
She felt her world shifting as the weight shifted backward in the cock. Thanks to the pleasure Fluttershy was feeling, her cock had hardened again. Rarity could only watch as the ground rushed away from her until she was staring up at the ceiling. A quick glance back and all she could see past the cock slurping her down was Fluttershy’s face. A look of pleasure and ecstasy was plastered on it. Her eyes were still closed and her tongue dangled out of her mouth. She watched as the expression changed to more of a grimace as Fluttershy actively flexed her cock with purpose. Rarity felt herself sink further down into that cock, now helped along with gravity until she was forced to look to the ceiling.
Out of shock, Rarity had been unable to voice any concerns. But now that she realized she needed to let Fluttershy know something, she found she was not able to make even a whimper. Her head slowly sank into the tight wetness of Fluttershy’s cock. A tightness that was nearly too much for Rarity to handle. The confines got even tighter as the loud sound of one last powerful gulping slurp filled her ears as she found herself suddenly dragged downwards. Helped along with the force of gravity along with Fluttershy’s huge swallow, Rarity was quickly dumped inside one of Fluttershy’s testicles.
While it wasn’t quite as cramped and tight as the cock, the testicle was still nearly form-fitting around the ingested unicorn. Drips of semen rained down on Rarity’s horn as she attempted a teleportation spell. Unfortunately for the mare, the sticky cum clung to the horn which made it impossible to cast any spell stronger than an illumination spell. And even when she could get her horn to light, it would only flicker briefly before fading out quickly. She suddenly felt the walls start to massage and knead against her body as loud glorps and grumbles started to fill the tight chamber she was in. The sounds nearly drowned out the outside world, making it so Rarity could just barely make out Fluttershy mumbling something. She was saying something about apologizing to Rarity in the morning for leaving her to sleep in front of the fire, followed almost immediately by the sound of loud snoring.
Fluttershy was completely out after the intense orgasm and refilling her tank what she thought was one of her little critters. She had warned them multiple times about interrupting her alone time to the point she didn’t care if they got slurped up. And so she slept soundly, her snoring echoing in the bedroom. She was blissfully unaware that it was a pony squirming about in her sack and not one of her critters as her balls slowly converted their occupant into Fluttershy’s next cumshot.
Luckily for Rarity, Fluttershy was much too kind to cause any pain. As such this meant the entire conversion process was painless. Rarity only felt a spreading warmth around her body as well as like she was beginning to sweat. But it wasn’t sweat on her body. As her body increased in temperature, more of her body was converted into Fluttershy’s spunk. So the sweat she felt dripping down her back? Was just more of herself melted down into cum. The warmth around her felt calming. Enough so that she drifted off to sleep herself.
The next thing Rarity knew she was being awoken by the feeling of an odd jostling, still trapped inside Fluttershy’s balls. She wasn’t sure how much time had passed, but from how Fluttershy was talking it must be morning already. She could just make out what Fluttershy was saying, getting tossed about with each step Fluttershy made.
Fluttershy’s balls swayed with each step she took, audible sloshing coming from them “Oh… dear… one of my critters must have snuck in while I was playing last night... “ Fluttershy said with a sigh. As she made her way to her bathroom. “I hope it wasn’t one of the squirrels I was nursing back to health.”
Fluttershy then entered her bathroom and looked herself over in the mirror. The one thing she loved to do was admire herself whenever her balls were packed with cum. “My, my… with how big these are, it must have definitely been bigger than a squirrel!” she said as she admired herself in the mirror. Her eyes narrowed when she noticed an odd mark on her ball sack. It looked like a set of three diamonds. Wanting to make sure she was seeing correctly, Fluttershy stepped closer to the mirror to get a better look. She audibly gasped when she found Rarity’s cutie mark plastered right on the side of her ball sack. A frown appeared on her face as she glanced down at her full sloshing balls.
“Rarity!” she scolded. “How could you sneak into my bedroom?” Her tone became accusatory at first. “Did you watch me pleasuring myself? You should know better than to disturb a pony like that! Though…” Fluttershy paused. “It’s not like you knew this would happen…”
She gave a small prod to her hefty balls. They audibly sloshed from the amount of converted pony held inside them. “I can’t lie, though. It feels nice having you in there.” Fluttershy gave a wistful sigh. “If it were possible, I’d keep you in there, but I know it’s not. Don’t worry, though,” she reassured Rarity. “I’ll get you out and get this fixed.”
Rarity had very little time to ponder on those words as she felt herself sloshed about in Fluttershy’s nuts again. Her fleshy prison swayed back and forth with each step Fluttershy took. Barely audible over the sound of her transformed body sloshing about, Rarity briefly heard a drawer opening, followed by the sound of a hasty rummaging, the sound of something getting torn open, and then silence. A silence that only lasted the briefest of moments before she heard an unmistakable low moan. The same moan she had heard the night before that roused her from her sleep. Quickly putting two and two together, Rarity realized the way she was getting out of Fluttershy: as her next cumshot. If Rarity could have blushed in embarrassment she would have. Of all the humiliating things that could happen to her…
Fluttershy mimicked her ministrations from the previous night. Knowing she didn’t need to draw out her session, Fluttershy worked toward a quick release. She had perfected her technique over the years for such a release since most times she was pent up she didn’t have the luxury of time for a long, drawn-out session. So she worked expertly and, within just five minutes, already felt her balls clench up. The tip of her cock flared out and the first spurt of cum traveled up her cock.
Meanwhile, Rarity sloshed about with each stroke Fluttershy gave to her cock. She was quite surprised herself when she felt the pressure building around her only after a few minutes. She had never thought of Fluttershy as a quick shot. That pressure around her continued to build and press against her until she was finally forced out of Fluttershy’s warm balls and into the tighter cumslit. The pressure continued behind her until she was forced out of Fluttershy’s flared tip. She had expected to arc up into the air but when she splattered against something soft, she was understandably confused.
It wasn’t until her entire form was emptied out that Rarity was able to focus enough to both return somewhat to her original form and find out where exactly she was. The blob of cum that was Rarity slowly took on a shape more akin to a facsimile of a pony, albeit one made of Fluttershy’s cum and not flesh and bones. She then pressed a hoof against the side of where she was and felt… rubber. Rarity had been deposited inside of a condom. And at first, she was incensed.
“Fluttershy! How dare you trap me in this condom!” she complained, giving another poke to the side of the stretchy rubber imprisoning her. “Do you intend to keep me as a trophy? Because I would NOT appreciate that in the least!”
Fluttershy, who had a quick recovery time after so short a playtime, had already pulled the condom off her rapidly softening cock and was already tying the end tight. She heard Rarity’s question and tone and she was quick to respond.
“That’s not a bad idea, Rarity,” replied Fluttershy, feeling her cock hardening again just a little bit from that thought. “But that’s not the reason for the condom, I swear! Oh! Please don’t be upset, Rarity,” Fluttershy apologized. “I’m not keeping a trophy, I want to get Twilight to fix you!”
“Yes, well, did you HAVE to trap me inside a condom of all things?” retorted Rarity. “Being turned into spunk and shot out a cock is embarrassing enough as it is!”
Fluttershy gave a nod. “Yes, I did have to use the condom. Again, I’m so sorry… I needed to make sure you’d be safe on the trip to the castle. And leaving you in my balls would not have been the best idea.”
Rarity snorted. “And why not?” she asked indignantly. “I’m already your spunk, it’s not like I can go anywhere!”
Fluttershy blushed some and kicked a hoof lightly, causing the cum filled condom to wobble. “What if we had run into Big Macintosh?” she posited. “You know If he saw me with my large, cum filled balls he would have offered to drain them.” She paused and gave a wistful sigh. “He such a cutie, I couldn’t just say no to him! Plus he’s a gentlecolt and always swallows.” Fluttershy gave a half-hearted chuckle. “It would be hard to change you back to a pony if you had been turned into a protein snack.”
At those words, Fluttershy carefully lifted the condom onto her back and walked carefully toward the front door. “Onward to Twilight’s and you’ll be good as new!”
Rarity just sighed and flopped back into a puddle in the condom. “All this trouble, just because I needed a warm place for the night…”