Rainbows and butterflies and monkeys, oh my.

As Fluttershy passed by a particularly dense copse of trees, an unusual sound met her ears. Grunts and moans seemed to be coming from up ahead, along with...squelching noises? Concerned some animal may be hurt, Fluttershy crept toward the source of the sounds, parting some bushes to peek into a small clearing.

What she saw made her gasp aloud in shock. There, in the center of the clearing, was Rainbow Dash - but not as Fluttershy had ever seen her before. The pegasus was on her back on the ground, wings splayed out and eyes half-lidded in pleasure. Between her rear legs was a strange creature Fluttershy didn't recognize, pink skin mostly bare save for a wild mane of hair on its head and its...midsection. It was clearly the source of the noises, hips pistoning as its stiff, fleshy rod plunged in and out of Rainbow Dash's marehood.

Rainbow Dash's pleasure was evident, tongue lolling and rear legs on the creature's back as she moaned loudly. "Oh buck yeah, just like that! Harder!" The creature obliged, thick length slamming into Rainbow Dash and making wet slapping sounds on each impact.

Fluttershy gasped again, her face turning bright red. She knew she should look away, but found herself unable to tear her eyes from the bizarre yet arousing spectacle. Her own nethers grew warm and damp watching the forbidden coupling, such a strange sight and yet somehow alluring.

 

Rainbow Dash's eyes suddenly locked with Fluttershy's, going wide with shock and embarrassment at being discovered in such a compromising position. "F-Fluttershy!" she squeaked, hooves scrambling for purchase on the creature's chest. "This isn't - I mean - we were just - "

The creature noticed Fluttershy as well, hips stilling as it turned to look at her with an expression akin to a deer caught in headlights. It was clearly as mortified as Rainbow Dash, strange pink body tensing in panic.

Fluttershy realized she should say something, anything, to break the incredibly awkward tension. "I...um, sorry to intrude," she stammered, face burning. Her eyes couldn't help but flicker down to where the creature's length was still buried in Rainbow Dash's marehood, seeing it in full detail for the first time. It was hairless, the same pink color as the rest of its body, with a flared head and veins running along the sides. "I didn't mean to...interrupt."

The creature made a strangled noise of embarrassment, finally pulling out from Rainbow Dash with a wet slurp and hurriedly climbing off of her. Rainbow Dash's hindlegs fell to the ground, her marehood gaping and dripping with spilled seed.

"I-it's not what it looks like!" Rainbow Dash protested, scrambling to stand up on shaky hooves. Her wings flapped in a panic as she looked anywhere but at Fluttershy, face burning crimson.

The creature stood as well, and Fluttershy got her first good look at it. It was taller than she, walking on two legs, with a frame both muscular yet hairless. Its male parts swung heavily between its legs, still half-hard and glistening. Fluttershy felt another rush of heat in her nethers at the sight. What a strange yet exciting day this was turning out to be.

 

Fluttershy swallowed hard, unable to look away from the strange creature's dangling parts. Her curiosity warred with her embarrassment at walking in on such an intimate moment between her friends.

"I...I should go," she stammered, tearing her eyes away to look back at Rainbow Dash. Her friend's disheveled state only made the heat in Fluttershy's core intensify.

Rainbow Dash flapped her wings again, expression panicked. "Y-yeah, this was supposed to be private," she said, glancing at the creature with a mixture of arousal and mortification. Her hindlegs shifted, marehood still dripping and fluttering visibly with each breath.

The creature made a strangled noise, face pink as it turned away in a vain attempt to hide its nakedness. It seemed just as flustered as Rainbow Dash, clearly never intending to be seen like this.

Fluttershy knew she should leave, give them their privacy, but her hooves felt rooted to the spot. This was the most exciting thing she'd witnessed in...well, ever. Her ears burned at the thought, but she couldn't deny the damp heat building between her legs or the way her heart pounded in her chest.

"I...could stay?" she found herself saying before she could think better of it. Rainbow Dash's eyes widened further in disbelief and shock at the suggestion. The creature turned back around, expression caught between arousal, embarrassment and confusion.

Fluttershy's face felt hot enough to combust. What had she just said? She glanced between Rainbow Dash's gaping marehood and the creature's thick, dangling shaft, feeling another throb of heat at the sight of them. Her curiosity was getting the better of her, propriety thrown to the wind. This was a once in a lifetime chance, as bizarre and forbidden as it was. Her soft voice dropped to a husky whisper as she asked again, "May I...stay and watch?"

The creature made a strangled groaning noise, its shaft visibly twitching as it grew stiffer at her words. Rainbow Dash's wings fluttered in disbelief, but Fluttershy caught the way her friend's thighs pressed together and saw the fresh gleam of arousal on her inner legs. This was going to be an interesting day, indeed.

 

Rainbow Dash and the creature exchanged a look, communicating without words. After a long, tense moment, Rainbow Dash gave a tiny nod.

The creature turned back to Fluttershy, pink face still burning even as its shaft stood fully erect once more. "You...you may stay," it rumbled in a deep, awkward voice.

Fluttershy gasped, heart pounding as she realized what she'd just gotten herself into. Watching was one thing, but participating? Even indirectly, it felt so taboo. Yet she couldn't bring herself to leave, hooves carrying her into the clearing as her eyes remained locked on the creature's bobbing length.

Rainbow Dash cleared her throat, shifting on her hooves. "I, uh, guess we have an...audience now," she mumbled, obviously still embarrassed but clearly aroused by the idea of Fluttershy watching. Her wings fluttered as she moved closer to the creature once more, circling it with anticipation.

The creature nodded at Rainbow Dash, then turned its gaze back to Fluttershy. It seemed uncertain of what to do now that she was here, like it had never expected to be put on display in such a way. Yet as Rainbow Dash's hooves stroked down its back and along its stiff shaft, its eyelids lowered into an expression of pleasure.

Fluttershy stood frozen, transfixed by the sight before her. Rainbow Dash stroked and nuzzled the creature, coaxing throaty groans from it as its shaft bobbed eagerly, dripping at the tip. Her own marehood fluttered at the sounds, damp with arousal and heat. What a strange yet exciting scenario she now found herself in - who could have imagined her quiet day turning into this?

The creature's uncertainty faded as Rainbow Dash lavished it with attention, clearly enjoying being touched and watched. It no longer seemed to care about its exposure, losing itself to pleasure and making no move to hide its body or stiff length from Fluttershy's gaze.

Rainbow Dash flashed an almost coy look at Fluttershy from beneath her mane, hooves still slowly pumping the creature's shaft. "Are you...enjoying the show?" she asked, tone husky and teasing. The creature groaned at her ministrations, hips rocking instinctively into her hooves.

Fluttershy swallowed heavily, mouth dry. This was so wrong, and yet... "Yes," she whispered.

 

Rainbow Dash grinned, clearly enjoying Fluttershy's reaction. She stroked the creature faster, eliciting a loud groan as its hips bucked. "I think our friend here would like a chance to continue where we left off," she purred, "If you'll still have me, that is."

The creature nodded eagerly, panting under Rainbow Dash's ministrations. "Yes...please," it groaned, length throbbing visibly.

Rainbow Dash released the creature's shaft, moving around in front of it. She glanced coyly over her shoulder, fluttering her wings. "How about it?"

The creature didn't hesitate, grasping Rainbow Dash's hips and nudging her tail aside. Fluttershy gasped as its blunt tip slid into view, parting Rainbow Dash's folds and sinking in with a wet squelch.

Rainbow Dash moaned, rocking back into the creature's lap. "Oh buck yeah..."

The creature echoed her groan, hands roaming Rainbow Dash's body as it started a steady rhythm, hips slapping against her rear. Fluttershy watched in aroused amazement, feeling a trickle of moisture slide down her inner thigh. The thick shaft plunged in and out, glistening with Rainbow Dash's arousal each time it emerged.

Rainbow Dash braced herself on the ground, tongue lolling in pleasure. "Faster!" she cried, and the creature eagerly obeyed, pistoning its hips at a frenzied pace. The slick sounds of their mating and joining echoed through the clearing, arousing and indecent.

Fluttershy was transfixed by the sight of the thick shaft vanishing into Rainbow Dash's eager body over and over. She squeezed her thighs together, chest heaving as she panted in time with the creature's thrusts. Her inhibitions crumbled away, lost to the heat building inside.

The creature noticed Fluttershy's arousal, eyes locking with hers even as it took Rainbow Dash. It gave a throaty groan at the sight of Fluttershy's damp thighs, visibly swelling and stiffening further inside Rainbow Dash's body. The pegasus gasped at the sudden fullness, shaking at the sensation of being filled so completely.

Fluttershy flushed under the creature's heated gaze, feeling exposed and wanton. Yet she couldn't bring herself to look away, enraptured by its sounds and expressions of pleasure. Her ears burned at her own indecent arousal and curiosity, things a proper mare shouldn't feel...and yet here she was. Drawn into this strange yet intoxicating act, inhibitions fading with each wet thrust and impassioned cry.

 

The creature's thrusts grew more frenzied, clearly close to finishing. Rainbow Dash rocked eagerly into each one, crying out her pleasure without shame under Fluttershy's watchful gaze.

With a final groan, the creature slammed deep into Rainbow Dash's body. Fluttershy watched in awe as its shaft visibly pulsed, spilling seed into Rainbow Dash's eager depths. Rainbow Dash gasped, shaking through her own climax at the sensation of being filled.

They remained locked together for a long moment, panting. The creature ran its hands along Rainbow Dash's sides, leaning down to nuzzle and nip at her neck. Rainbow Dash sighed in contentment, fluttering her wings.

Eventually the creature withdrew, its softening shaft emerging from Rainbow Dash's used entrance with a wet slurp. Rainbow Dash's hindlegs trembled, her abdomen visibly swollen from the volume of the creature's release.

The creature turned its gaze back to Fluttershy, expression sated yet unsure. Fluttershy swallowed heavily under its scrutiny, aroused beyond reason by what she'd just witnessed. Her inhibitions had crumbled, propriety forgotten.

Rainbow Dash glanced over her shoulder at Fluttershy, a coy grin on her face. "Enjoy the show?" she teased, slowly closing her hindlegs. Her thighs were drenched in a mix of hers and the creature's spendings.

Fluttershy nodded hesitantly. "I...it was..." she stammered, unable to find the proper words. Her ears burned in embarrassment at her arousal, and yet she couldn't deny how badly she craved to experience the creature's length for herself after witnessing what it did to Rainbow Dash.

The creature made a low noise, eyes darkening at Fluttershy's reaction. It took a step toward her, causing her heart to leap into her throat. Up close, its sheer size and alienness were even more apparent - and yet undeniably arousing. Heat built swiftly between Fluttershy's thighs under its scrutiny, her wings fluttering in anticipation of what it might do next.

Rainbow Dash grinned knowingly at the exchange unfolding before her. "I think our new friend would be more than happy to give you a turn, Fluttershy. If you're curious, that is." Her tone was coy and teasing.

Fluttershy gasped, looking between Rainbow Dash and the advancing creature with a mix of longing and uncertainty. Her body throbbed with indecent need, but to give in would mean crossing so many lines of propriety. And yet...how could she resist, when her body burned for the creature's touch as badly as her inhibitions crumbled?

The creature stepped closer still, until it loomed over Fluttershy. She trembled as its hands came to rest on her hips, the heat of its touch searing through her coat. Her heart raced as the thick length between its legs began to stiffen once more under her gaze. What had she gotten herself into? There was no going back now. With a whimper of longing, Fluttershy surrendered herself to the creature's whims and the demands of her own indecent curiosity.

 

The creature's shaft throbbed hot against Fluttershy's coat as it guided her around, urging her to present herself. She trembled, bending forward and lifting her tail with shaking hooves.

The creature made a low noise of approval at the sight of her damp, aroused entrance. Fluttershy gasped as its blunt tip brushed against her folds, hot and insistent.

"Just relax," Rainbow Dash soothed, sidling up beside them. Her hoof slid between Fluttershy's legs, stroking and parting her entrance. Fluttershy whimpered at her friend's touch, trembling in anticipation.

The creature took a step closer, grasping Fluttershy's hips firmly. She felt its shaft nudge against her entrance, searing hot, and squeezed her eyes shut - then cried out as it sank into her body with one smooth thrust.

She shook under its bulk, struggling to adjust to its girth. It was so thick, stretching her wide, filling her as nothing ever had before. She panted harshly, hooves scrabbling at the ground.

"Shh, it's okay," Rainbow Dash crooned, stroking Fluttershy's mane. "Just relax. The pain will fade."

Fluttershy whimpered, trying to calm her trembling body. The creature remained still, groaning at the tight heat engulfing its shaft. Slowly, the burning ache ebbed into something more pleasurable, her folds rippling around the thickness inside her.

The creature took her sigh of pleasure as consent to continue, pulling back with a wet squelch before sliding home once more. Fluttershy gasped, rocking back into its thrust. The slick sounds of their joining were indecent, arousal coiling tight within her.

It started a steady rhythm, guided by her reactions. Each deep thrust ignited bursts of pleasure, its thick shaft reaching places nothing ever had before. Fluttershy panted and moaned without restraint, lost to the sensations.

Rainbow Dash watched the display with aroused interest, hooves stroking Fluttershy's heaving sides. "I told you you'd enjoy it," she purred, grinning at the usually demure pony's abandon.

The creature quickened the pace, groaning at Fluttershy's tightness. Each slap of its hips against her rear sent a jolt through her body, pleasure building swiftly. She bucked and cried out, chasing the peaks it brought her closer to with each frenzied thrust.

It leaned over her, teeth nipping at her neck, one hand sliding around to stroke the slick nub of pleasure between her legs. Fluttershy gasped at its deft touch, inner walls clamping down. With a scream of ecstasy she came undone, shaking through her climax under its bulk.

The creature slammed deep as her body milked its shaft, roaring at the sweet agony of release. Fluttershy felt it throb within her, pumping thick streams of heat that seared her senses. Rainbow Dash grinned, clearly as aroused by the display as Fluttershy had been by hers.

They remained locked together, panting, for long moments before it finally withdrew. Fluttershy felt spendings trickle down her legs, trembling and sated. This strange encounter had brought her pleasures unlike anything she'd imagined, releasing desires she never knew she possessed.

Fluttershy sighed contently, smiling shy at Rainbow Dash. Her friend merely smirked knowingly, gesturing to the creature that loomed behind Fluttershy with a grin.

"Ready for more?"