Fluttershy tastes the Rainbow by Imouto Kitten

Rainbow Dash was worried.


The rainbow-maned mare's oldest and dearest friend, Fluttershy, had 
always been very shy and reclusive ever since the pair of pegasi had 
been young fillies, but for the last few days, the butter-yellow pony 
had been alarmingly even more skittish than usual, the athlete unsure if 
her sister in all but blood had even stepped hoof out of her cottage to 
buy groceries or other necessities, and it had the Bearer of the Element 
of Loyalty fearful there was something seriously wrong with the Bearer 
of Kindness.

Had it been anyone else, Rainbow Dash would've just smashed through 
their roof, uncaring about the pony-shaped hole left in her wake and 
started demanding answers, but not wanting to spook her probably sick or 
injured friend, the brash pegasus stomped down on her first impulse like 
a rogue storm cloud and instead flew to Fluttershy's bedroom window, and 
used the spare key her friend had entrusted to her to unlock it and 
quietly glide through.

The bedroom is lit only by the sliver of sunlight through the window 
 Dash just entered through, and looking around, the rainbow-maned mare
notices nothing out of the ordinary until she spots a big ball of pink 
trembling atop the bedspread. Approaching as quietly as possible, 
Rainbow places a hoof on the trembling mass and whispers, "Fluttershy, 
you okay?"

Despite the stunt flier's best effort to be calming, the pink ball still 
emits a startled squeak and bounces halfway to the ceiling before 
uncurling on the bedspread to reveal that it is indeed the pink-maned 
pegasus, "Oh my, it's just you, Rainbow Dash." replies the skittish 
pony, still shivering like a leaf, but relaxing just a bit at the 
intruder being her best friend.

"Sorry for startling you." replies Dash, rubbing the back of her head 
with a hoof as her magenta eyes roam over her fellow pegasus. Despite 
the warm, spring day outside, Fluttershy is covered neck to hoof in a 
long, thick, and baggy sweater dress the same pink as her mane, 
Fluttershy's face and forehooves the only butter yellow left exposed as 
Dash repeats her earlier question, "Are you okay, Fluttershy? You've 
been hold up in here for days and it's got me worried."

"Oh, sorry for worrying you," replies Fluttershy, trying to bury her 
head in her sweater dress, "and thank you for your concern, but I'm just 
fine, so feel free to go on about your day if you like."

Any other pony might have been convinced that Fluttershy was just being 
her usual, overly polite self, but Rainbow can see right through her 
friend's facade. "Yeah, and I just mailed in a rejection letter to join 
the Wonderbolts." declares the athlete as she sits on the bed next to 
Fluttershy and pulls the shy filly into a one-legged hug, "Come on, 
Flutters, I can tell something's bothering you."

"Oh, really, it's nothing." Insists Fluttershy, scooting as far from 
Dash as her bed will allow, doing nothing to convince the more 
bolsterous pegasus she's being honest.

"Yeah..." replies Dash flatly.

"Okay, you're right," admits Fluttershy in a whisper, her words further 
muffled by her muzzle being covered by her sweater, "but it's rather 
embarrassing." what little of her face is visible turning from butter 
yellow to cotton candy pink.

"Oh, come on, it can't be that bad." replies Dash reassuringly, "I 
promise I won't make fun of you and that I'll keep it a secret and try 
to help."

"Oh, okay." relents Fluttershy, getting off the bed and standing on her 
hind legs as her forehooves grab her sweater dress and start to slowly 
pull it up her hind legs and barrel.

As what's under the dress is revealed, Rainbow Dash's eyes go wide as 
dinner plates... naturally, she had seen Fluttershy naked many times, 
after all, most ponies and several other races around Equestria and its 
neighboring lands went about without clothes more often than they wore 
them, and the pair weren't strangers to sharing a bath, so Dash had seen 
what Fluttershy has between her hind legs up close on more than one 
occasion. What had the cyan mare gawking was what hadn't been there 
previously, for standing proud above Fluttershy's marehood was more than 
a foot of bright red, flare headed, horsecock.

Had Dash been standing, she would have fallen on her plot in awe at the 
sight before her. Fluttershy didn't have the biggest stallionhood Dash 
had ever seen, but it looked all the bigger for how petite the 
butter-yellow pegasus is, and while the only thing keeping the pinkette 
from being the most famous model in Equestria is her dislike of the 
spotlight, the way Fluttershy was clearly flustered by her new bit of 
anatomy only added to her allure.

However, Dash's awestruck silence lasts so long that Fluttershy can't 
help but mistake it for shocked disgust, dropping her sweater to try and 
hide her erection, only for the hem to catch on the mare's member as she 
devolves into hysterics, "I knew it!" pouts the futanari, cutely 
stamping a back hoof on her bedroom floor, "I'm a freak!"

Snapping out of her daze, Rainbow Dash tries to reassure her friend as 
she starts crying in earnest, "Your not a freak."

But Fluttershy doesn't hear her friend's attempt to calm her as she 
vents her frustrations over the ordeal she's been suffering in silence 
for days, "Oh, it's just awful! There I was, minding my own business as 
I foraged for medicinal herbs to help treat all of my sick and injured 
animal friends deep in Whitetail Woods when I must have wandered too 
close to the Everfree and got a faceful of pollen from some strange 
flower. At first, it made me sneeze and I thought nothing of it, but the 
next morning I woke up with this thing dangling between my hindlegs, and 
when I tried going into town, it would emerge from it's sheath and throb 
every time I got a good look at a mare's plot... any mare's plot... even 
the little fillies with no cutie marks! I've tried holding up in my 
cottage in hopes whatever caused it would wear off, but it just throbs 
constantly and when I try to sleep, my dreams are filled with visions of 
me doing inappropriate things with it to all the mares and fillies in 
Ponyville!"

Before Fluttershy can continue her tirade any further, Dash crosses the 
room in a blink of the eye, wrapping her friend in a hug and silencing 
her with a kiss, Fluttershy's eyes going wide momentarily before 
drifting closed as she melts into the embrace. Feeling Fluttershy's hind 
legs give out, Rainbow flaps her wings lifting both pegasi from the 
floor before gliding over to lay Fluttershy upon her bed.

When Dash finally breaks the kiss, the blushing, panting futa filly 
glances up at her oldest, dearest friend, eyes full of desire and lashes 
fluttering even as she comments, "Oh my, but this is so sudden..."

"Hey, I've thought you were cute ever since we were fillies." replies 
Dash, "I just never said anything because I didn't think you were into 
mares."

"I wasn't before I grew... that thing.." replies Fluttershy in a barely 
audible whisper... "I'm a freak and a deviant."

"No you're not! You're a beautiful mare with a heart of gold! So what if 
you have a few more fun parts than most ponies?" replies Dash before 
dropping a hoof to Fluttershy's futahood and giving it a few strokes as 
she asks, "So, would you like me to help you out with your not-so-little 
problem?"

"Oh!" gaspsFluttershy in pleasure, "That...that's really not necessary, 
but oh my, that feels really nice."

"Heh, barely touched you and you're already putty in my hands." Comments 
Dash confidently, "Sure, most stallions have more experience, but this 
is still a personal best." Pushing Fluttershy's sweater up to her 
withers, Rainbow continues stroking her friend's stallionhood as the 
athlete's other forehoof caresses the harden nipples that stand out like 
a constellation of pink stars against a butter yellow sky and asks, "So, 
Flutters, how many have you rubbed out while you've been cooped up?"

Her blush deepening to make Big Macintosh look pale, the shy filly 
stammers out, "No-none... I've only touched that thing when I needed to 
go to the little filly's room, and even then, I put it off as long as I 
could."

"Wow!" replies Rainbow, "No wonder you're so on edge. You must be as 
pent up as a colt in a Calf-lick boarding school."

Covering her face with her hooves, Fluttershy's reply is muffled nearly 
to incoherence, but Dash, through long years of being the butter-pony's 
best friend, can make out, "Oh, the things this thing have made me think 
about are just dreadful."

"Hey, nothing wrong with a bit of self-love," replies Dash, her hooves 
moving faster, "and it's not like you went on a one mare stampede 
mounting fillies and mares left and right without asking." Leaning down 
and pushing Fluttershy's hooves aside to look her in the eye, Rainbow 
adds, "Just lay back and let me take care of this for you. I guarantee 
you'll be bonelessly blissed out by the time I'm done with you." before 
capturing Fluttershy's lips in another kiss, the athlete's hoof still 
vigorously stroking the shy pony's futa horse cock.

When Rainbow breaks the kiss this time, she traces more kisses along 
Fluttershy's muzzle, fighting her own urges to avoid moving too fast for 
her timid friend before jumping over the sweater to work her way down 
Fluttershy's barrel, gently sucking each of the pink-maned pony's 
nipples in turn, the overwhelmed animal lover squirming and mewling 
under Dash's surprisingly tender ministrations.

When Dash reaches Fluttershy's crotch, the rainbow-maned mare sandwiches 
Fluttershy's futahood between both hooves, the butter-yellow Pony's 
moans growing louder as her hooves dig into the mattress. Dash smiles at 
how much Fluttershy is enjoying the hoofjob, but the athlete is far from 
done taking care of her friend as she brings her muzzle within a inch of 
the head of the throbbing stallionhood and flicks her tongue out, 
Fluttershy letting out a squeak of surprise as her friend's tongue 
swipes over the tip of her recently added bit of anatomy.

"Oh my, that's really not necessary." cries Fluttershy, nearly 
overwhelmed by that first lick, only to reach a volume rare for the shy 
pony as Dash wraps her lips around Fluttershy's shaft and starts sucking 
and licking in earnest, "but that feels absolutely amazing!"

Rainbow is pleased with Fluttershy's reaction to receiving a blowjob, 
but with Fluttershy's complete lack of experience with the pleasures of 
a stallion, it isn't long before the shy mare is crying out, "Rainbow, 
I...I think somethings going to come out!"

Her hooves a blur, Dash pulls her mouth off of Fluttershy's erection 
just long enough to encourage, "Go ahead, Flutters, let it all out." 
before taking the stallionhood down her throat, sucking like an out of 
control tornado, pulling her hooves away as her lips make contact with 
the base of the pink-maned pony's shaft just in time for Fluttershy to 
erupt straight into Dash's stomach.

DespiteFluttershy's petite frame, her load is copious and there's soon a 
bulge in Dash's svelt physique from all of the cum she's swallowing, and 
even as Rainbow pulls back thanks to the start of a stomach ache, the 
weather mare's cheeks are crammed with cum like a chipmunk with too many 
nuts by the time Fluttershy's stream trikles to a halt.

As Fluttershy rests in afterglow, Rainbow swishes her mouthful of colt 
cream around before forcing herself to swallow, commenting, "Huh, even 
your cum is sweet. Most stallions are about as salty as a sports drink." 
Looking over her sprawled in post-orgasmic bliss friend, she asks, "How 
you feeling, Flutters?"

Fluttering her eyelashes, the butter-coated filly replies, "Oh Dashie, 
that felt incredible, Thank you ever so much."

"Don't thank me yet," replies Rainbow, "We're not done yet."

"Huh?" replies Fluttershy.

"You're still harder than a timberwolf after a fight with a cockatrice." 
replies Dash, straddling Fluttershy's flanks and lowering her marehood 
towards the flare of Fluttershy's stallionhood. "I don't think I've ever 
swallowed so much in one go, but I'm sure you still have plenty of foal 
funnel cake ready to fry."

Noticing the position Rainbow is in, Fluttershy tries to protest, "Oh 
Dashie, you've already done more than enough, that's not necess-" Only 
to be cut off as Dash drops her hips, Fluttershy's eyes rolling up as 
her foot and some change of horse cock is engulfed by Dash's sopping 
wet, dragonfire hot, and vicegrip tight marehood.

Dash was a far cry from being a virgin, and Fluttershy was far from 
being the first virgin Dash had rode, but it still gave Dash a thrill to 
watch Fluttershy blissed out beneath her as the athlete worked over the 
horse cock buried within her with her internal muscles, the competitive 
mare having trained her kegels just as much as the rest of her body.

Fluttershy is so lost in the delight of being massaged by Dash's 
marehood that she doesn't even notice as Dash removes the unseasonably 
warm sweater the shy pony had been using to hide her transformation, and 
after laying the now naked futa filly back down, Dash can't help but 
admire how beautiful her oldest, dearest friend is, nearly looking like 
a goddess of nature and fertility as her pink tresses fan out beneath 
her.

"Heh, I might not get fashion," comments the rainbow-maned pegasus as 
she gyrates her hips atop the futa horsecock, "But I can see why you 
were so popular as a model. As cute as you are, I bet you could have 
school colts and grown stallions sowing their wild oats on the grass if 
you were just a bit more outgoing and flirty."

"Oh my, don't say it like that..." replies Fluttershy, forehooves once 
more over her eyes, "and besides, I'm nothing special."

"I'm serious!" retorts Dash, pulling the butter-yellow pony's hooves 
from her face, pressing her frogs to her friends as she leans over, 
looks lovingly into the other mare's eyes and declares with sincerity 
even Applejack would be proud of, "Flutters,, you're the most beautiful 
mare I've ever laid eyes on." and before Fluttershy can utter another 
humble protest, Dash picks up speed riding her friend's filly cock like 
a madmare, the athlete's wings extended for balance, the sudden increase 
in pace leaving the pink-maned pegasus incapable of any vocalizations 
other than moans of pleasure as Dash adds, "and you're even more 
beautiful when you're blissed out of your mind."

Dash continues her high speed cock riding for only a minute or two 
before a building pressure at the base of Fluttershy's stallionhood 
manages to work it's way through her sex-addled mind, "Ah, Dashie! I...I 
think it's going to come out again!"

"It's okay, Flutters." replies Dash, not slowing in the slightest, "Just 
let it all out like before."

"But...But what if you end up with foal?!" cries Fluttershy, trying to 
resist the overwhelming sensations shooting up her spine.

"It's okay, Flutters, I'm on the potion." Replies Dash, "You can pump me 
full of funnel cake as much as you want."

"Ah," cries Fluttershy, straining to hold back the impending eruption, 
"Wh-what if the potion was misbrewed or yo-you missed a dose?"

"Not gonna happen," replies Dash her hips a blur as her insides massage 
Fluttershy's shaft. Leaning in and dropping to a whisper, the 
rainbow-maned mare adds, "Besides, in the unlikely event one of your 
fliers manages to seed my cloud, I'm sure our foal will be every bit as 
cute as it's mother, and it would totally be worth taking a year off." 
With that, Dash crashes her lips upon Fluttershy's once more to cut off 
any further protests, Dash's perfectly toned plot moving so fast her 
cutie mark is reduced to a indistinct blur of color.

Overwhelmed by the way her oldest friend is riding her, said older 
friend's words, and the passion of the latest kiss, Fluttershy's 
resistence crumbles, and despite herself, Fluttershy bucks her hind legs 
against her matttress with force worthy of an applebucking champion as 
her fillycock is driven up into Dash's passage, the flatten tip of 
fluttershy's mare member spewing forth gallons of potent horse semen 
right against Dash's cervix, the climax so intense that the butter 
yellow pegasus blacks out beneath her friend.

###

When she comes to, Fluttershy finds Dash gently stroking her muzzle, the 
more outgoing pegasus still impaled on her filly futahood and looking a 
bit chubby.

Rubbing her belly with her free hoof, Dash comments, "Wow, Flutters, I 
think you gave me more funnal cake in that one load than I've gotten 
from a whole squadron of the finest stallions!" before calming down and 
asking, "but are you okay? Did I overdo it?"

"I'm fine," replies Fluttershy, blushing as she takes in the sight of 
Rainbow's cumflated belly, "In fact, I feel better than I have since I 
found that flower... though I'm dreadfully sorry about pouring so much 
inside you..."

Waving a hoof dismissively, Rainbow replies, "Think nothing of it, 
besides, like I said, I'm on the potion and I trust Zecora to get it 
right everytime... though, if you really want to repay me, I wouldn't 
mind checking out that flower if you remember where you found it."

"Su-sure, I'd be happy to show you where it is." replies Fluttershy 
before letting out a yawn, "but first, I think I need a nap... mind 
staying with me?"

"That's fine, and I'd be happy to stay." replies Dash before rolling 
over to let fluttershy lay atop of her, the pink-maned pegasus nuzzling 
her friend turned lover before letting herself drift off into Luna's 
domain, the shy filly's dreams, though still erotic, now filled with 
happy scenes of lovemaking with her new marefriend instead of disturbing 
scenes of her raping half of Ponyville.