Fluttershy Emergence

Description: Rarity and Fluttershy are best friends but what happens when a secret is exposed? A short story mostly for practice.

Status: Complete

 

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Fluttershy Emergence

 

 

Rarity sipped her maregarita. The bar around her swayed and moved to the intense beat of electronic symphony from the DJ. Fluttershy swayed beside her, but more from inebriation than dance fever.

 

"You've only had 3 drinks, why do you look like you're going to fall over, dear," said Rarity

 

Fluttershy giggled. "I know, I'm a lightweight."

 

Rarity was 5 drinks in herself, but she knew how to hold her liquor. What she couldn't hold was her gossip.

 

"I heard that Big Mac has a secret lady friend!" Rarity put the back of her hoof to her temple melodramatically. "I know it wouldn't work between him and I but just imagine being tossed around like a hay bale by him."

 

Fluttershy laughed without restraint. "Rarity, stop~. you're going to start a rumor, and what would *Applejack* say?"

 

Rarity imitated Applejack's accent. "Now Yall darn tootin bees-smirched the good Apple name, Rares. Why I oughta..."

 

Both girls burst out laughing. This was turning out to be the perfect night of relaxation and inebriation.

 

"Rarity!" An unknown voice exclaimed.

 

Rarity turned to behold a handsome stallion with a blue coat and blue-silver wavy styled mane.

 

"Pokey!" said Rarity.

 

Rarity and Pokey embraced each other briefly.

 

"It's been so long since I've seen you in the bar," said Pokey.

 

"You would not believe how much more exhausting my life is since Twilight came to town," said Rarity.

 

"Nay, truely?" said Pokey.

 

"Truely," said Rarity.

 

"Oh my gosh, you have to catch me up sister," said Pokey.

 

Pokey and Rarity conversed rapidly about all the little going to ons each of them had. Pokey was finishing up his night and let Fluttershy have his last drink.

 

"And I have to say it was just the most dreadful affair. Los Pegasus is not all it's cracked up to be," said Rarity

 

"You know I never would have guessed. I still want to go at least once," said Pokey.

 

It wasn't until several minutes later that Rarity spied Fluttershy’s vacant expression.

 

"That's strange. Fluttershy are you alright?" said Rarity.

 

Fluttershy nodded. "Uh huh, I'm good, Rarity."

 

"Has she had a lot to drink tonight?" said Pokey.

 

"No, just three drinks," said Rarity

 

"Four," corrected Pokey.

 

"Excuse me?" said Rarity.

 

"I gave her my last drink. I didn't want it since I'm done," said Pokey.

 

They both watched Fluttershy attempt to drink from her empty glass for a minute.

 

"Did you put anything 'extra' in the drink for yourself?" said Rarity.

 

"No, definitely not. I got it right from the bar too," said Pokey.

 

"Right at the bar or right from the bar?" asked Rarity pointedly.

 

"I was chatting with a nice mare and she ordered it, but she passed it right to me!" said Pokey.

 

Rarity didn't doubt Pokey's claim but it was startling. She stood up abruptly.

 

"Fluttershy, darling, are you sure you’re alright?" said Rarity.

 

"Everything is fine, Rarity," said Fluttershy.

 

Fluttershy had an absent look in her eyes and seemed significantly more inebriated than before.

 

"Yeah... Can you tell me how you’re feeling?" said Rarity.

 

"Ummm, I feel really tingly and warm," said Fluttershy.

 

"Fluttershy can you eat dirt for me," interjected Pokey.

 

"Sure," said Fluttershy.

 

Fluttershy grabbed some soil from a potted plant and nearly put it in her mouth before Pokey stopped her.

 

"STOP. Don't do that please, I was just kidding. You need to come with us right now," said Pokey.

 

"Okay," giggled Fluttershy.

 

Rarity realized her heart was pounding and her whole body was incredibly hot with angry energy. She breathed deeply, trying to get relief.

 

---

 

Rarity took Fluttershy to her home. Pokey broke off to warn the bar of the stranger. Every step along the way Fluttershy seemed to become more intoxicated and amorous. Rarity thanked her luck that Sweetie Belle wasn't here to see this, being off on another sleepover.

 

"Rarity~, your coat is so soft," said Fluttershy.

 

Fluttershy leaned and rubbed against Rarity. They were just at the door to her home. Fluttershy put her hooves around her and clung on. Rarity had to almost drag her inside.

 

"Can you work with me please? You've been drugged," said Rarity.

 

"Mmmm alright," said Fluttershy.

 

Fluttershy relented off of Rarity but she knew it wouldn't be long until Fluttershy was all over her again. Whatever she had been slipped was powerful. Rarity led her upstairs and dumped her into the guest bed. Fluttershy clung onto every happenstance contact.

 

"Can you just be normal with me please? This is not a romantic situation," said Rarity.

 

Fluttershy looked up at Rarity. "Sorry, but it feels sooo gooood. Can we make it romantic? Pleeeeease?"

 

"No we can't. You're drugged, Fluttershy. You don't actually like me like that."

 

"But... I really do like you. Like, *like* like you. You know?" said Fluttershy.

 

Fluttershy sat up in the bed and hugged Rarity around the barrel.

 

"I really really like you, Rarity, for a long time now. Rarrrrrity. Even your name is great. You're so strong and cool, like a boar."

 

Rarity pouted as she tried to extract herself from Fluttershy’s hug. "What do you mean by that?."

 

"You're so fearless and decisive and capable. So strong.” Fluttershy let out a small lascivious moan. “I can barely stand it, I want to be with you so much, i-if you don't mind I mean."

 

Rarity's mouth was dry. She couldn't deny Fluttershy’s natural grace and beauty but Rarity was straight as an arrow. She was assaulted by an uncomfortable slew of negative feelings about her friend. A small part of her wanted more information to make sure it wasn't the drugs talking and she probably wouldn't get it later.

 

"Why didn't you tell me before?" asked Rarity.

 

"I was afraid you wouldn't like me because I'm a changeling." said Fluttershy casually.

 

Rarity's mind snapped to annoyance. Now, she was sure Fluttershy was speaking nonsense from the drugs.

 

"Har D har." Rarity faked laughed. "Tell me you’re joking."

 

"Ummm, alright. It was a joke." said Fluttershy.

 

Fluttershy stared sweetly and stupidly at Rarity. Rarity waited for the other horseshoe to drop but it never did. She looked around as if the proverbial other horseshoe would be hiding somewhere, waiting to pounce.

 

"I meant that I hope you're not a changeling," said Rarity.

 

Fluttershy looked down and hid behind her mane. "Sorry..."

 

"Prove it," said Rarity.

 

"I can show you," said Fluttershy cheerfully.

 

Green fire engulfed Fluttershy for a moment and instantly her appearance morphed into a disgusting insectoid pony. It was taller, built heavier, covered in black chitin, had large holes running through the hooves, had pupiless blue eyes, and had a purple fish-like frill that fell in much the same way as Fluttershy’s mane did. On it’s back was a pair on insectoid wings that produced a buzz when they moved. On it’s head was a smooth pointed horn that curved backwards slightly. It was a changeling. Rarity screamed and backed away from it.

 

"What's wrong, Rarity? I thought you wanted to know," said the Changeling.

 

The Changeling’s voice was masculine and flanging with alien qualities.

 

"Stay back!" said Rarity.

 

The Changeling sat in the bed, hiding behind its long mane-like frill thing. Rarity backed up to the door, and wielded a nearby vase in her magic, ready to throw. The Changeling made no aggressive moves, but didn't show any fear or worry either. Rarity noticed it had sharper, boxier, and more masculine features. She realized it was a stallion.

 

"This is either a changeling trick, or she-he-*it* really is drugged up beyond itself." thought Rarity. "Though, if it were a trick then they could've easily ambushed me by not revealing themselves. It makes no sense."

 

Rarity spoke out loud with a commanding tone. "Alright listen up ,*insect*. Tell me what have you done with Fluttershy."

 

The Changeling hummed in thought. "There is no Fluttershy."

 

"What do you mean there is no Fluttershy. I know her, and I know she's not a changeling," said Rarity.

 

"There was no Fluttershy until I made her up. The Fluttershy you knew was always me," said the Changeling.

 

Rarity narrowed her eyes at the Changeling. "So was everything just a lie then? Our friendship, trips to the spa, your animals?"

 

"Oh. No, it wasn't a lie. That's just me. The only thing I lied about is the way I look and my name," said the Changeling cheerfully.

 

"What is your real name then?" said Rarity skeptically.

 

"Butterfly! Pretty clever right? Butterfly to Fluttershy." the Changeling giggled. "If you need more proof, I could tell you about the time Sweetie dyed your mane by accident."

 

Rarity shivered at the thought. "N-no need, I believe you now. Sorry for the interrogation."

 

Rarity lowered the vase. Butterfly hopped off the bed and gracefully buzzed over to Rarity, embracing her in a hug. Rarity flinched but Butterfly didn't seem to notice. She could *feel* his excitement, mainly through his erection poking her foreleg.

 

"Yay!" said Butterfly.

 

Rarity pushed Butterfly back and drank in his features once more, seeing him in a new light. He was still an insect but he wasn’t disgusting, he was surprisingly handsome. Butterfly had the same grace and beauty that Fluttershy had, maybe even more so now that it was repackaged in Rarity’s favorite gender. She thought back to Fluttershy’s mannerisms and found they mapped perfectly to a timid stallion. Rarity looked down and saw Butterfly’s erect member and large testes, it was just as alien as the rest of him but somehow familiar, like a normal cock was crossed with a squid's tentacle. It was a lot fatter than she would have guessed. Before Rarity could stop him, Butterfly leaned in and pecked her right on her nose, making her blush. Rarity was getting a headache from all the alcohol combined with excitement and revelations.

 

"Let's just go to sleep, alright, F- Butterfly." Rarity shook her head. "I'm never going to get over that."

 

Rarity tucked in the antsy Butterfly as best she could, and told her to disguise herself, before heading off and collapsing in her own bed. She wouldn’t get much sleep, though, because despite her best efforts, Butterfly would escape her room and run through her dreams all night long.

 

---

 

Rarity stood above a sizzling pan of haycon and eggs. She deftly flipped the eggs just as the toaster dinged. Butterfly, disguised as Fluttershy, stumbled into the kitchen as Rarity was almost finished.

 

“Morning,” Butterfly groaned, holding her head.

 

Rarity held her shoulder tenderly and examined her. “F-Butterfly, darling, are you alright?”

 

Butterfly looked up at Rarity with alarm. “What did you call me?”

 

“I called you Butterfly,” said Rarity.

 

“Where... Where did you hear that,” said Butterfly fearfully.

 

“You told me last night, do you not remember?” said Rarity.

 

“No, what happened!” gasped Butterfly.

 

Rarity explained the events leading to Butterfly’s accidental drugging and him being brought to Rarity’s home. She excluded the portion where Butterfly admitted to being a changeling, knowing that he probably wanted to tell her and the others on his own time. Rarity also feared negative ramifications to their friendship, as stallions were known to have unreasonable reactions. She thought that maybe their lives could go back to normal if she just pretended that Butterfly wasn’t a changeling.

 

Butterfly groaned and held her head as she was wracked with fresh hangover pains from the alcohol and other drugs. Rarity slid a plate of hot food, juice, and some tylenol in front of Butterfly, but she didn’t move to eat.

 

“Please don’t tell anyone else about my real name. Please don’t even use my real name,” begged Butterfly.

 

“Alright I won’t,” said Rarity sincerely.

 

Butterfly smiled gratefully at Rarity and finally began eating.

 

---

 

Rarity and Butterfly, disguised as Fluttershy, relaxed together in a sauna. They were on their monthly spa trip. It had been two weeks since the night Butterfly got drugged. Rarity had tried to behave as if nothing had changed between her and Butterfly, but she kept making little mistakes, especially when they were alone. She walked on the outside of the curb, offered to pay for lunch, opened doors for him, lifted heavy objects, and many other little things. It culminated during an adventure with their shared friends; Rainbow Dash commented that Rarity was acting faggy around Fluttershy.

 

Rarity sighed as the heat penetrated deep in her bones. “I really needed this.”

 

“Have you been feeling stressed lately?” said Butterfly

 

Rarity and Butterfly were seated opposite each other in the small sauna.

 

“Yes,” said Rarity.

 

“What's been bothering you?” said Butterfly.

 

“Oh nothing! Just some difficult work is all,” lied Rarity.

 

Butterfly looked at Rarity for an uncomfortably long moment. “Alright.”

 

Butterfly sighed and languidly stretched out onto the wood. Rarity watched her, knowing exactly what lay behind that disguise. She realized she was almost nude in a steaming room with a stallion and that they had watched each other change countless times in the locker room and during dress fittings. Rarity then realized that Butterfly had worn dresses that she herself had made. She averted her eyes when Butterfly looked her way, choosing to examine a particularly boring roof beam.

 

“Rarity, you seem very red,” said Butterfly.

 

“Oh? I hadn’t noticed. I’m fine really,” said Rarity.

 

Rarity was burning up. She tried to keep her eyes on the ceiling. Butterfly stretched out more, now in a cat-like stance, and moaned as she cracked her back. Rarity’s eyes flashed down and ogled his form, before Butterfly’s eyes caught her in the act.

 

Fluttershy jumped off the bench and faced Rarity. “There it is again. You’ve been acting strange ever since *that* night.”

 

“I told you it’s nothing to-” Rarity was cut off by Butterfly’s hard stare. She tried to continue but couldn’t get the words out.

 

“Rarity, I can tell something is bothering you. Please tell me, maybe I can help,” said Butterfly.

 

Rarity took a deep breath. “Alright. During *that* night, you... exposed yourself to me and I found that I... was attracted to you.”

 

Butterfly was shocked, and took a moment to reply, “I’m... not a lesbian. W-well I mean-”

 

Rarity berated herself for begining with misleading information. She grit her teeth. “I know you’re not a lesbian, I’m not a lesbian either.”

 

“I don’t understand,” said Fluttershy.

 

“I know you’re a changeling! That's what I meant when I said you exposed yourself to me. You also exposed your genitals too but that's besides the point. And you also-also said that you were in love with me.” said Rarity.

 

Butterfly gasped and froze with fear on his face. Rarity quickly moved to comfort him.

 

“You mentioned that you had wanted to tell us, and I thought you would do it when you were ready.” Rarity put a hoof on her friend's shoulder. “I’m sorry, I just didn’t want to make you upset.”

 

Butterfly slowly re-animated, looking like a lost filly. “So, you’re not mad that I’m a changeling? A-and you like me too? My real form, not my pony form?”

 

“Yes. After the initial shock, I thought you looked lovely,” said Rarity.

 

Butterfly laughed, and hugged Rarity “Why would I be upset about all that?”

 

“You know how overly emotional stallions can be.” Rarity rethought her choice of words as soon as they left her mouth. “I’m sorry I shouldn’t have said that.”

 

“Nooo, don’t be sorry. I don’t want things to change between us, I mean other than being my m-marefriend. You’re a great pony Rarity, I always want to hear your honest thoughts. A-and besides I was getting a little emotional.” said Butterfly.

 

Butterfly hugged Rarity. She could feel the sweat and moisture from his skin and coat. It felt so real. In a flash of green fire that made Rarity jump, Butterfly released her disguise. Now she could feel the sweat and moisture between her coat and his chitin.

 

“Warn me next time you do that. The fire is scary,” said Rarity.

 

Butterfly giggled “Alright.”

 

They broke the hug. Butterfly locked the door before they settled down back on the benches.

 

“Wouldn’t want any unexpected visits.” explained Butterfly. “It's been too long since I’ve properly enjoyed a sauna in my own chitin.” said Butterfly.

 

“What happens next?” asked Rarity.

 

“I still want to tell our friends on my own time, like you said, but maybe that time can come sooner than I thought.” said Butterfly.

 

“Why disguise as a mare? Surely it's easier to be a stallion when you’re a stallion.” asked Rarity.

 

Butterfly clapped her hooves and spoke excitedly. “Oh, it's more discreet to be a mare. Less trouble and danger. Mares can blend in and disappear easier. I learned that from watching ponies!”

 

Rarity took her opportunity to look at Butterfly’s true form again. He blushed as her eyes wandered over him.

 

“You know this sauna isn’t co-ed right?” joked Rarity.

 

Rarity’s eyes continued to trace up and down Butterfly’s form and rested on her exposed sack and sheath. He shifted the towel around his waist and closed his legs to conceal himself.

 

Butterfly giggled. “I wonder why that is.”

 

Rarity leaned back and marespread her legs. She noticed Butterfly’s eyes flick down to her cooch involuntarily. Rarity slowly dragged her hoof over her face and down her front, all the way to her towel and pushed it low, almost exposing her teats. At once, Rarity and Butterfly burst out laughing. It was silly and indulgent but Rarity noticed Butterfly forming a tent with his towel. She bit her lip and continued the show, getting a wet towel soaked with cool water, squeezing it over her head, and letting it drip over her. She felt herself getting wetter and winking down below. After a minute, Rarity hopped off the bench and approached Butterfly.

 

“Why don’t I help you ‘properly enjoy’ a massage before you have to put your disguise back on?” said Rarity.

 

“Okay,” squeaked Butterfly.

 

Rarity gently directed Butterfly facing away from herself, with his back presented to her. She got to work finding the muscle groups on his alien anatomy. She could always rely on the area around the base of the wings, which was a weakness of any flying creature. Rarity pressed her hoof into the muscle.

 

“Ah- Not so hard.” said Butterfly.

 

Rarity eased her pressure and began tracing up and down the large muscle groups she could find. The oils from their skin, sweat, and steam making their bodies slick against each other. Butterfly squeaked like a mouse whenever she hit a sensitive area. Rarity leaned over his shoulder and blew air into his ear. After a few minutes, she escalated the contact, snaking her other hoof around Butterfly’s midsection and resting on his thigh. Rarity scooted closer so their bodies were pressed right against each other. He leaned into the contact and moaned. Fur slid across chitin, and Butterfly’s tent had reached full height. Rarity gently unwrapped his member which bounced free into the intense heat of the room.

 

“Ah~, Should we really be doing this so soon, or doing this here at all?” squeaked Butterfly.

 

Rarity gently grasped Butterfly’s member. The slick mix of skin oils and sweat making the contact glide perfectly.

 

“Probably not,” answered Rarity. “But I’ve been dreaming about this for too long now.”

 

The meat was swelteringly hot in Rarity’s hoof. She squeezed it gently, and savoured the feeling of Butterfly’s heart pulse running through it. It was fast. She ran her hoof up and down the member, gently squeezing periodically, and picking up speed. Butterfly moaned out loud so Rarity gently drew him into a kiss. Her other hoof snaked around and rubbed along his chest.

 

“Ah~ ,Rarity, I’m close!” said Butterfly.

 

Rarity let go of Butterfly’s member and played with his testes. “Not so fast, I want some fun too.”

 

Rarity spun Butterfly around and pushed him down onto the bench. She straddled his torso and leaned down, forcing his face into her floof. Rarity could feel his meat poking her backside. Butterfly blushed a deep green.

 

“Tell me you want it,” growled Rarity.

 

“I- I want it.” squeaked Butterfly.

 

“I’m sorry, what was that?” teased Rarity.

 

Butterfly whined. “I want it, please!”

 

“Want what, exactly,” said Rarity.

 

“P-please bounce on my dick and make me cum!” said Butterfly.

 

“Alright since you asked nicely,” said Rarity.

 

Rarity was about to reach out and guide Butterfly’s member when she felt it flex and bend. She looked down and saw his cock move on its own, trying to push its way inside her.

 

“Are you doing that?” asked Rarity.

 

“Yeah, it's prehensile,” squeaked Butterfly.

 

Rarity smirked, and adjusted herself to let Butterfly’s meat push its way in. She was dripping wet, and felt it brush against her engorged labia. It flexed against her entrance for a moment before forcing its way in. Rarity hummed as she felt it spread her insides. She gave a few test squeezes, and eased it in further until her hips met Butterfly’s. He had a look of intense concentration. Rarity was wondering what he was up to, then she felt his cock curling inside her in a come hither motion, rubbing against the belly side of her love tunnel.

 

“Mmf, no fair.” moaned Rarity

 

Butterfly covered his face with his hooves in embarrassment, but Rarity could see him spying through the holes in them. He had a big smile.

 

Rarity rotated her hips, gyrating them forward and backward slowly. She could feel Butterfly’s hard cock inside her pressing on the sides of her canal with each motion. Butterfly was lost in the pleasure squeezing him from all sides, and his member seemed to gain a mind of its own, dancing like a snake and making corkscrew motions as if it was trying to burrow deeper. Rarity loved every second of it. She transitioned to bouncing on his cock, spearing herself on it and creating a rude sound.

 

Rarity and Butterfly were both flush with red and green respectively. They each could feel the other in the most intimate ways. Rarity continued to pound her bottom mass onto Butterfly’s cock, raising the intensity slowly as she approached orgasm. His hooves found their way onto her hips, on her cutie marks, and helped her bounce faster. Butterfly’s cock wound and unwound in corkscrew patterns in tandem with Rarity’s motions. They reached a merengue tempo and Rarity would not slow down.

 

“I’m almost there,” gasped Rarity.

 

“M-me too,” said Butterfly.

 

Rarity continued the pounding, feeling a rising tide within herself. Butterfly’s cock spasmed rapidly. After a few more moments, the tide fell on Rarity, her canal constricting on Butterfly’s member, milking him. He pulled her hips down flat against his and held her there. Butterfly’s powerful spasms continued as his seed exploded inside her, spewing deep in her vagina. Intense pleasure blossomed inside Rarity as she felt him cum but she didn’t stop there, transitioning back to gyrating her hips through their orgasms to milk every last drop of cum. Bolts of gratification wracked both of them for long moments. Slowly, the bolts dissipated and left them with a comforting hazy afterglow.

 

“That was... amazing,” gasped Butterfly.

 

---

 

Finally settling down from their high, Rarity and Butterfly detangled themselves from each other. They washed themselves, and the evidence of love making, as best they could. Luckily the smell of sweating bodies and cedar easily masked the scent. They enjoyed the rest of their time in the sauna in relative peace, sharing gossip and news like the good friends they were, but with the new understanding that they were so much more than friends now.

 

THE END