Doing a few Mares

Story by RaynorHyperion on SoFurry

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I don't own the ponies, hasbro does. I also don't own the oc "Shadow Dash", he belongs to yamigetsu.

A/n: i'm writing this clop fic for my good friend Yamigetsu and this is the very first clop fic i'm writing too...so It might be bad....or good, it depends who's reading it, okay lets DO THIS!

Doing a few Mares

Day 1 Cheerilee

just outside of ponyville school house, a black coated Pegasus, with red mane, was looking over the school as he watch from on top of a cloud. He could see tents, games booths and many of the town folks as they walk and had fun in this school festival. This Pegasus name was Shadow Dash and he was getting pay to do some air tricks for the festival. Sure it wasn't a big gig as his manger said but it was worth it just to see the school kids smiles as he did his tricks. The reason he was up there on the clouds, he was looking for the school teacher who was going to pay him, since he did his job already.

"where is she?" thought Shadow as he look down below "her name was Cheerilee...i think?".

Suddenly, he spotted the purple earth pony as she enter the school house. Shadow jump off the cloud and flew to the school house. As he enter, he could see Cheerilee putting a large bag of bits on her table and was going to count the money until she spotted Shadow.

"oh! Hello Shadow!" smiled Cheerilee as she walk over to him "thank you so much for your amazing tricks. My students couldn't stop talking about you".

Cheerilee just notice that Shadow was getting all nervous as he just stare at the floor. Not asking why, Cheerilee soon remember why he was here and quickly spoke "oh yes! Your pay. Sorry I forgot. Let me get it, sweetie".

Shadow nervous soon vanish as Cheerilee went over to the table and started to count the bits. Shadow was fearless when it came to dangerous stunts like what he pulled off today but some reason, he was scared of mares. As Shadow watch as Cheerilee count his pay, he couldn't help but stare at the teacher flank...as he watch on, his wings slowly open and rose up without him knowing. As Cheerilee finally finish counting, she place the bits into a brown bag and turn to Shadow and was going to give it to him but was shock to see his wingboner.

"w-what's wrong?" ask Shadow as he look down to the floor again.

Cheerilee didn't say anything and just went and close all the windows and lock the door. Shadow look up and he could see her blushing as she stood in front of him.

"...you think i'm hot?" ask Cheerilee as she played with her mane a little.

Shadow didn't understand why she just ask that until he check his wings...

"oh...OH!" blush Shadow as he realize what his wings was doing and close them shut again "i'm so sorry! I didn't mean too...just my..." that was all Shadow said as Cheerilee gave him a kiss on his cheek. He soon felt her warm touch as she rub his chest and slowly made her way down to his penis. Shadow soon felt a wonderful feeling as Cheerilee started to give him a hoof job. As she went on, Cheerilee gave him a other kiss but this time on the lips. Shadow felt her wet tongue as it splash around in his mouth. Cheerilee soon felt happy as she felt his tongue dancing around her tongue. She broke the kiss as she felt a warm and wet feeling on her hoof. She could see sperm as it ooze out of Shadows now hard and big cock. She was just amazed by just size of it and she lick the top of it, which made Shadow release a tiny bit of sperm from his penis. She giggle a little bit before giving a kiss to Shadow penis and finally putting it inside of her mouth. Shadow could only smile as he felt Cheerilee warm and wet mouth on his hard penis. The feeling was wonderful for him, that he force her to shallow his whole cock. She didn't fight back and shallow the cock but she almost gag on it. As she continued to give him head, Shadow stroke her back and grin a little as she twitch as she felt his hooves on her back. Suddenly, Shadow couldn't hold on any longer and release a huge amount of sperm into her mouth. Cheerilee tried to shallow it all but there was too much and some oozed out of her mouth. Cheerilee remove her mouth from his penis and lick the mess he made around her lips. Shadow was took by surprise as Cheerilee walk over to the table and lean on it and expose her vagina to him.

"...i w-want you inside of me..." blush Cheerilee as she look away.

Shadow didn't say anything and just walk over to her and place his hard cock inside of her. This new feeling he felt was beyond amazing and wonderful. The inside of her was so warm, that his body started to move on its own as he thrust back and forth. He was complete lost in the feeling that he didn't hear Cheerilee as she tried not to scream. He wasn't hurting her, no she was enjoying it. Shadow did snap out of the feeling as he heard Cheerilee voice.

"...slap my flank!" ask Cheerilee as she did a loud groan.

"w-what?" ask Shadow in disbelief.

Cheerilee turn her head to him and spoke again "you heard me!".

Doing what she ask for, Shadow slap that sweet looking flank. He did it again as Cheerilee ask for it again but this time, she wanted him to call her a bad teacher.

"oh, Ms. Cheerilee" smiled Shadow as he slap that purple flank again "your a bad teacher!".

"y-yes..." said Cheerilee as groan again "...i'm a bad teacher! A dirty naughty teacher!".

Shadow couldn't help but laugh at this side of her. Sure, he just knew her for only one day but she was very polite and soft spoken. Cheerilee could hear him laughing and quickly got mad. Shadow laughter soon ended as he felt Cheerilee pulling away from his cock.

"if your going to laugh me, then leave!" said Cheerilee with slight anger and embarrassment in her voice.

Shadow didn't say anything and he push her down on the table. Cheerilee couldn't move as he force her down and continued to have sex with her.

"I'M NOT DONE YET!" said Shadow in a cold tone as he slap Cheerilee flank but much harder than before.

Cheerilee didn't fought back as this rough sex was more wonderful than before. Shadow started to go rough on her as he thrust harder and harder each passing second. This went on for a good ten minutes, until he couldn't hold it any longer. Cheerilee ask for him to release outside but Shadow didn't and he just release inside of her. As he pulled back from her, he release more of his sperm onto Cheerilee back and tail. The purple earth pony look under herself and saw large amount of sperm as it drip out of her vagina. Shadow took his money and left while Cheerilee was licking the remaining sperm from her vagina.

Outside of the school house, Shadow notice it was getting dark and didn't had a place to stay. He remember seeing a old looking barn just outside of the town and took off toward it. Unknown to him or Cheerilee, a purple unicorn saw the events that happen inside the school house and quickly head home to do some "research".

End of day one

Day 2 Applejack

The moon disappeared over the hills of sweet apple arches and the sun very slowly rose. The rays of the sun slowly crawled on the land and finally hit a small house.

"...its morning already?" yawn AppleJack as she open her bedroom windows "Better get started..." yawn again AJ as she pulled off her blankets from her body.

The cowgirl(or cowmare?) was wearing her apple theme PJ's and was going to take them off when she heard something. As she look outside of her window, she could a few chickens from within the barn.

"what the hay? Why are the chickens in the barn?" ask AJ to herself as she ran to the barn.

Meanwhile in the barn, Shadow Dash was chasing a chicken(which he brought into the barn where he slept for the night) for its eggs but the chicken flew up top with her eggs and flew out the top window as Shadow finally reach the window.

"HORSEAPPLES!" swear Shadow as he kick a large box of horse shoes out of the upper level of the barn but the kick he did hurt his hind hoove and he was swearing but he quickly stop as he heard a crash and somepony getting knock out.

As Shadow peek over the side, he could see a knock out orange mare, who was wearing a apple them PJ's...just by seeing this, his wings started to go up as he landed by the pass out mares side. He remove the horse shoes and the box from the head of the mare and saw a bump on her head.

"Crap..." whispered Shadow as he did a face-hoof "I better get he...lp..." trailed off Shadow as started to notice the mare more.

He notice she had a fine flank and legs. He believe she work out a lot with her lower body as he push her over on to her back and his wings finally had a wingboner as he grin evilly.

"...after this..." whispered Shadow as he started to rub his cock until it was nice and hard "open up!" said Shadow in a dark voice as he force his hard cock into her mouth.

He push back and fourth as he got some head from her. The feeling of her wet mouth and smooth tongue rubbing against his hard cock made him smile with great joy as he started to go faster and harder. He even push his cock even deeper into AJ mouth that she almost gag on it.

"Here I come!" said Shadow as he release his load into AJ mouth "Drink up." smiled Shadow as he watch as the pass out AJ shallow all his cum.

After AJ drank all his cum, Shadow pulled out his cock from her mouth and he slowly reach down to her PJ's pants and slowly to jerk off and spraying his cum on to it. He even started to spray his load on to her shirt and face.

"...okay! Let's become as one, bitch!" grin Shadow as he rip apart AJ pants and rub his cock on her expose pussy.

AJ body started to shake as Shadow kept rubbing his cock on her pussy. Finally, with one strong push, he was inside of her. He started very fast and hard as he fuck her. The feeling of this pussy was very different thought Shadow as he continued to fuck it.

"...its like I'm fucking heaven!" cried Shadow as went faster and much harder "DEAR LUNA! THIS IS AWESOME!".

"HARDER!" cried a voice from under Shadow.

"huh?" whisper Shadow as he stop and look down.

Staring back at him was a fully WAKE AJ as her necklace of honesty appeared on her neck. Shadow quickly pulled out and accidentally release his load onto her face as he fell on the ground. As he fell, he notice that AJ open her mouth in order to catch the cum.

"I'M SORRY! I WAS JUST...J-Jus...t..." trailed off Shadow as AJ was giving a hind hoof job.

"Why you pulled out, Sugar cube?" ask AJ as she continued to gave him a great foot job of his life "Your Shadow Dash right? The same one who Applebloom and her classmates was going about?".

"...Y-Yes...miss..." blush Shadow as he look away from her but the great feeling he had, quickly vanish as AJ stop and stood up and was talking to herself.

"WHAT THE HAY I'M I DOING!?" shouted AJ as she blush bright red "HOW I CAN I FUCK YOU WHEN MY FRIEND HAS A CRUSH ON YOU! I NEED TO BE HONEST WITH...w-with..." trailed off AJ as she Shadow push her down to the ground and whispered into her ear.

"Who cares? You loved it when I fuck you right!?".

AJ tried to push him off but couldn't and answered him "I d-didn't like it!".

"i don't think so! Your body is being more honest right. See?" grin Shadow as he pointed out that AJ was rubbing her fine flank on Shadow hard cock.

AJ blush and stop from rubbing his cock and tried to speak but was groaning as Shadow smack her fine flank. Soon he flip her over and place his cock in front of face and started to rub it across her face as he spoke "Feels good, right? Admit it you bitch!".

AJ wanted to bite the cock off but something took over her body as her necklace of honesty started to grow red. She started to lick Shadow cock and even started to kiss it.

Shadow smiled as AJ was finally honest with herself and pulled back, which made AJ sad as she wanted to keep that cock in her face but she smiled as Shadow push his cock into her pussy again.

"Ready fucking bitch!?" ordered Shadow as he laded on the ground and force her on top "MAKE ME COME WITH THOSE STRONG FLANKS YOU HAVE!" ordered Shadow again as he slap AJ flanks.

"Y-Yes!" drooled AJ as she started on up and down "Call me a bitch again! Please!" ask AJ as she started to kiss him on the cheeks.

Shadow smiled as he answered her "Oh a horny bitch? You are...mmmmm..." trailed off Shadow as he didn't know her name.

"Ita Applejack or AJ for short, my Sugar Cube!" grin AJ as she kiss him on the lips.

They stop kissing as AJ went faster as she pound on Shadow's cock. Soon, he couldn't hold it any longer and warned AJ "I'm going to cum!" but AJ stop him from pulling out and went much faster as she fuck him.

"RELEASE IT INSIDE OF ME!" begged AJ.

With no choice, Shadow release it inside of her. AJ suddenly came too and pass out as she fell on top of Shadow. Shadow slowly place her next to himself and notice that he filled her pussy with so much cum, that it started to pour out.

SNAP!

FLASH!

"HUH!?" SHOUTED Shadow as he saw a flash from the barn door but there was nopony there. He quickly notice he was hungry as his stomach started to rumble with fury "crap. I better head to town. Bye ms. Applejack and say hi to Applebloom for me, okay?" smiled Shadow as he took off to Ponyville.

As Shadow was gone from the area, a female purple unicorn appeared from the shadows and walk over to AJ and took a picture with her camera and started to lick up the cum that was dripping from AJ pussy. As she did so, her tail started to wag back and fourth as she use it to rub her wet pussy. Soon AJ woke up and was surprise as the unicorn kiss on her the lips. AJ didn't fought it and return the kiss. Soon both mares started to fuck with each other as they did the scissor.

"w-why did you...t-took a picture?" ask AJ as she notice the picture as it fell out of the camera as they fuck harder.

The unicorn simple answered with one word "research...".

End of day 1 (morning)

Day 1 (afternoon) Rarity

"Finally!" smiled Shadow as he rub his full tummy as he sat outside of the cafeteria known as Sliver Food.

Shadow look up to the clear sky and smiled as the warm ray of the sun hit his face. It was a nice afternoon in Ponyville today. Everypony was out and and enjoying this wonderful sunny day.

"Nice little town." yawn Shadow "I should move here one day.".

Shadow suddenly notice the weather team of this town was placing dark clouds as it cover the blue sky. Quickly realizing what was going to happen, Shadow payed his lunch and took off to find cover.

It soon started to rain as Shadow found some cover under the clock tower. He watch as the rain started to come down even harder. Soon, the town, which was filled with life, was now a ghost town.

"MY MANE!".

Well almost...

"huh?" whispered Shadow as he saw a white female unicorn with a purple mane and tail, running for cover as she was carrying something with her magic "HEY! OVCER HERE!" shouted Shadow over to the unicorn.

The unicorn heard him and quickly dash over to him. As she dried herself off, Shadow could see that she was carrying a beautiful white wedding dress, as it hover in front of him.

"thank you so much, darling." smiled the unicorn as she face him "Rainbow never said it was going to rain today. She's going to get a ear full after this!" snorted the unicorn as she check her dress "by the way, my name is Rarity. Your Shadow Dash right?" ask Rarity as she face him again.

"Yeah. Your Sweetie belle big sister right?" answered Shadow as he smiled at her "I was signing pictures and I remember seeing you there with her. You was also with a purple unicorn as well..." trail off Shadow as he tried to remember the purple unicorn name but couldn't it.

Rarity grin and was going to say something when her and Shadow notice the raining had stop. As they step out, a brown old male pony, pulling a wagon, dash by them. As he went pass them, the wheel of the wagon shot some mud at Rarity dress.

"MY HARD WORK!" cried Rarity as she tried to move the dress but couldn't in time "NO!".

Fast as he could, Shadow got in front of the dress and took the hit. As he remove the mud from his eyes, he could see that Rarity and her dress was untouched by the mud.

"Thank you, darling!" smiled Rarity as she place the dress under the clock tower and tried to help remove the mud from Shadows.

Just then, the same pony returned and once again, splash not only Shadow but Rarity too. As Shadow remove the mud from his eyes again, he could see it was raining again. Without warning, he was pick up by Rarity magic.

"Lets head to my place, so we can clean up, darling." sighed Rarity as she dash off to her with Shadow and the dress behind.

As this was happening, a purple unicorn head pop out from a nearby bush and started to write something down.

Shadow was about to enter the bathroom to take a bath but Rarity quickly stop him with her magic and smiled at him.

"how rude, good sir! Ladies first!".

"...s-sure thing..." blush Shadow as he look down at the floor "...g-go a-ahead, this is y-your house a-after all...".

Rarity smiled and entered the bathroom and closed the door. Shadow soon heard the water running as hot water steam came coming out under the door. With nothing to do, Shadow walked over to a table and notice a few pictures. One was Rarity and her little sister. The other was Rarity and a purple unicorn.

"...her again..." whispered Shadow as tried to remember her name again but something made him lose focus.

Shadow turned around as he heard the bathroom door opening a tiny bit. He could see that it was a cat as it entered the bathroom. He stood there and thinking as his wings started to rise as he blush.

"...just a peek..." whispered Shadow as he smiled and quietly walk over to the door and peek in "...just for a second...".

Shadow couldn't see to well, since there was a lot of fog in the room but he soon saw it.

"...whoa!" whispered Shadow as he got a wingboner.

Rarity was shaking her butt as she washed her mane. As she did so, her pussy was expose. As she finished cleaning her mane, she pick up a bottle of soap and started to drip it on her back. She then pick up a body sponge and started to rub it across her body.

"...lower..." whispered Shadow as he started to jerk off as Rarity got lower with the sponge.

Then it happen. Shadow was caught off guard as Rarity started to rub her pussy with the sponge. She first started slow but soon started to go fast.

"...oh yes..." said Rarity as she smiled "...Shadow...rub it some more..." cried Rarity as she came.

At the same time, Shadow came as well but as he did, his sperm landed on the cat, which was leaving the bathroom, and got piss off.

"BAD CAT!" screamed Shadow as the cat claws dig deep into his hard cock.

"huh!?" blush Rarity as she let go of the sponge "what's goin-" that was all Rarity said as she trip on something as she headed to the door.

At that same moment, Shadow open the door and closed it behind him as he got rid of the cat. As he sighed, Rarity, with her mouth open, fell and swallowed his cock.

Both ponies was in shock as what just happen...but that quickly left as Rarity started to give Shadow some head.

"...w-why..." ask Shadow as he smiled with joy.

Rarity stop and spoke as she rubbed his cock with her magic "You did save my dress from being cover in mud after all, darling." Rarity lick the tip of Shadow's cock and giggle as it got even harder "This is my way of thanking you.".

Shadow look down and saw a necklace, like AJ but different, on Rarity's neck. It soon started to glow as Rarity started to rub Shadow cock even faster. The wonderful pressure he felt as she gave him a hoof-job was beyond words.

"...c-can't..." whispered Shadow as he came and release his load into Rarity face.

As he open one eye, he could see Rarity as she started to lick the sperm from her face and from his cock. She lick the tip again and a tiny bit of sperm sprayed out and got her in the face again.

After she finished cleaning Shadow's cock, Rarity push him into the tub and started to wash him. Shadow was lost for words as Rarity joined in and started to kiss his back. She pour shampoo on her hoof and started to help him jerk off. Shadow turned to her as she continued and kiss her on the lips. After his cock got hard again, Rarity bend over to him and expose her pussy.

"...awesome!" cheered Shadow as he stick his cock into her pussy.

"...oh my..." blushed Rarity "...its so big!" smiled Rarity as she started to push back and fourth.

Shadow just stood there as Rarity did all the work but he didn't mind at all. Her pussy was like AJ but it was more softer...like a marshmallow...

"dear Luna...this feeling..." cried Shadow as he slap Rarity flank.

Rarity went faster and faster until Shadow came again. Rarity was surprise as Shadow, who just came, started to pound her pussy right away.

"MORE!" demanded Shadow as he smiled evilly.

"...s-sure...t-thing..." groaned Rarity as Shadow went deeper inside of her.

Shadow went faster and soon started to lick Rarity's horn as he came again. Rarity blush bright red as Shadow kept licking her horn. Soon Rarity came and release sparks of magic from her horn.

Shadow walk to the window and he could see it was still raining and it was getting dark as Luna rose the moon. With no place to stay again, Shadow rub his head.

"You can stay here tonight..." said Rarity from behind him.

Shadow turn and quickly had a wingboner as he saw Rarity in a black leather outfit. He even had a hard on as she slap her flank with a whip.

"....what a-about your sister?" ask Shadow as Rarity handcuff him to the bed.

"Don't worry. She sleeping over with her friends at Fluttershy's place..." answered Rarity as kiss him on the cheek "Its gems, darling" whispered Rarity as she turned off the lights.

"GEMS!" screamed Shadow.

Meanwhile, outside of the house, the purple unicorn from before, was still taking notes and whispered something to herself.

"...well that's off the list...".

Day 2(afternoon) Fluttershy

Near the edge of Everfree forest, a very soft sound, of flesh hitting each other, was heard. As a few animal gathered at the spot where the sound was coming from, three little fillies was looking for the noise as well.

"It's coming from over there, girls!" whispered Scootaloo.

As the CMC got closer to the area, which was behind a large bush, something pop out and wiggled around.

"W-what is that?" ask Sweetie belle in fear as she jumped behind Applebloom and covered her eyes.

"A C-Cock?" said Applebloom as she covered her eyes as well "...is it?"

Scootaloo, who was the only one with her eyes open, walk over to the creature and poke it, which in turn, grew in size.

"I don't think so, but felt sticky and a little hard." Answered Scootaloo as she turned to the others "Come here and see for yourselves."

Applebloom and Sweetie Belle walk over and poke it as well, which like before, grew in size and seem to get much harder.

"Your right, it's all sticky and hard." Replied Applebloom "Is it an animal?" questioned Applebloom as she watch on as Sweetie Belle grab it.

As Belle grabs it, the creature became very hard and started to move up and down. The feeling Sweetie Belle had, was amazing. She soon started to rub the creatures and turned to the others.

"Guys! You got to hold it!" smiled Sweetie.

As they did so, the creature soon started to move up and down again but much faster. As the girls were laughing, within the bush, Fluttershy was holding the creature, which was a dick, and smiling as Shadow ate her pussy. As he continued to do so, he wonders how he got here...

Flashback

"WHAT!?" shouted Shadow before he ate Rarity breakfast.

"You heard me!" replied Rarity as she drink a little bit of her coffee "Just do this for me? Please darling?"

Shadow quickly looks away as he turned red. He hated when girls do those puppy eyes, god he hated that. Before he could say anything to her, he soon felt something wonder down below. His cock was being rubbed by something. As he pulled back, he could a magic aura around his, now hard, cock.

"Please!" cried Rarity again as she walk over to him and lick the tip of the dick.

"...f-fine..." blush Shadow as he smiled as Rarity started to give him a blow job "...I'll pick your little sisters and her friends..."

Later

Shadow was flying over a few clouds when he finally spotted it. Near the edge of Everfree forest, was a tree house and around it were many homes for the animals. As he landed, every animal quickly took off to their homes and watch as he walk up to Fluttershy door and knock on it. As he did the second knock, the door quickly opened and slam into Shadow face. As he slid down the door and down the hill on his back, he could hear a scare mare as she flew to him.

"I'm so sor-eeek!" whispered the voice in shock.

"Huh?" said Shadow as he look up and saw the Pegasus known as Fluttershy and he notice she was blushing.

He quickly realize that his junk was expose and quickly covered it as he got up.

"WHOA! SORRY!" blush Shadow as he sat there, with his hooves between his junk "I'm just here to pick up Rarity little sister and her friends.

Fluttershy turned around and spoke in a very shy tone "Oh. Rarity was too busy to pick them up then?"

"...y-yeah..." whispered Shadow as he stare into Fluttershy nice looking plot and he soon felt his cock getting quite hard and quickly ask, where the kids are?

"OH!" shouted Fluttershy as she turned to him "I FOUND THIS! ANGEL!" yelled the shy Pegasus to her pet bunny.

Angel came running out with a note in his mouth and quickly jump onto Shadow face, which made him fell on his back again. As he read the letter about how Sweetie Belle and her friends wanted to become animal hunters, so they can find their cutie marks, Fluttershy step back and was bright red. Unknowing to Shadow, Fluttershy had a wing boner.

"LET'S FIND THEM!" shouted Shadow as he toss Angel and the note from his face and stood up "I heard that forest is filled with monster! HURRY!" ordered Shadow as flew up to the air and turned to the forest.

Snapping out of it, Fluttershy took to the air and follow Shadow to the forest. As they flew off, a purple unicorn stepped out under the bridge that links to Fluttershy house and followed right behind them.

***

After landing inside the forest, Shadow took point and started to the kid's names, as walk along the trail. Fluttershy on the hand, was just staring between Shadows legs and blushing.

"...it was so b-big..." thought Fluttershy as she remembered the huge cock for a few seconds "...Didn't Twi-AHHHH!" screamed Fluttershy as she didn't notice a tree root that was poking out and fell on top on Shadow, which made him trip over.

As they trip over, they could see a deep hill and tried to fly off but couldn't do so. They rolled down the hill for a few seconds and finally came to a stop as they crash into a bush.

"Are you okay?" cough Shadow as he slowly open his eyes but he quickly open his eyes as he felt something wet on his cock. As he look down and realize he was on his back and Fluttershy was on top of him...doing a blow job.

After a few seconds of licking the tip of Shadows hard cock, Fluttershy pulled back and spread her plot, to reveal her wet pussy.

"...c-can you lick i-it...if you want to..." whispered Fluttershy as she blush bright red.

Without saying a word, Shadow did so and started out very slow and soft. After seeing her for the first time, he knew right away that she was a very shy pony. He didn't want to her hurt or scare her in anyway.

Fluttershy was a little upset as she got a weak pussy lick but she went on with her blowjob. She slowly shallow the dick and started to move up and down. Shadow started to move a little faster as he licks Fluttershy pussy. Soon he felt Fluttershy moving faster as well. As she moved faster, Fluttershy slowly rub Shadow's balls and was amazed by the size of them.

Before Shadow could eat Fluttershy pussy even more, he and Fluttershy soon heard voices as it got closer to them. It was Sweetie Belle and the rest of the CMC. In ten seconds flat, Shadow big hard cock soon became very soft and small. Seeing how turned off he was, Fluttershy smiled evilly as she sat on Shadow face and push his cock out of the bushes. Before he could say anything, Shadow soon felt the warm and soft touch of one of the fillies, that he couldn't help but get hard from it. Not caring now, he went on to eat Fluttershy pussy again but while thrusting his now hard cock between the girl's hooves as they giggle of the stickiness of the creature.

End of flashback

It was too much now; Shadow could feel himself coming any minute now. He quickly tapped Fluttershy flank, so he can warn her.

The CMC was upset as the creature duck into the bushes but was quickly met with Fluttershy who seemed to moving up and down for some odd reason. Before they could ask, the element of kindness appeared around Fluttershy neck.

"g-girls! I told y-you to n-never wander off alone in t-the forest!" smiled Fluttershy as something was giving her a wonderful feeling.

"Are you okay, Fluttershy?" ask Applebloom as she raised one eyebrow "you look weird..."

Unknown to the girls, Fluttershy was on top of Shadow hard cock was thrusting her hips up and down, while Shadow was biting on to Fluttershy tail, so he wouldn't scream too loud.

Fluttershy started to move faster as she spoke "Girls!" moaned Fluttershy as her started to raise "I W-WAN..." trailed off Fluttershy as she started to gasp and moan.

Suddenly, to Shadow to surprise, Fluttershy came before he could but to his surprise, she got off and pulled out his cock from the bushes and face it at the girls.

"open up, girls. This milk will taste very good." Smiled Fluttershy as she started to rub it as the girls did so.

Shadow soon came and release his load on to the CMC face and mouths. As his dick was getting soft again, Fluttershy quickly told the girls to return to her place and clean up.

As they left, Fluttershy was caught off guard as Shadow push her to the ground and force his cock into her. He smiled as the warm feeling of her pussy was like the others now. Something made it so...special...he thrust back and forth and slapping her flank. Fluttershy just smiled with joy as she lay there, enjoying every second...until she came again but that didn't stop Shadow as he went on to fuck her.

Meanwhile in a tree, a purple unicorn was taking down notes and check on a stopwatch.

"I need to last than Fluttershy and the others...need to train some more..."

End of day 2 (afternoon)