# [MLP: FiM] "Cockatrice and Cock-a-...Twilight? (chapter 1)

Author: jami31
Tags: Blowjob, Fellatio, Fluttershy, Futa, Futanari, Hermaphrodite, Lesbian, MLP, Pony, Twilight, Twilight Sparkle, Yuri, intersexed, little, sparkle

 

"Cockatrice and Cock-a-...Twilight?!"

by jami31

a \_My\_Little\_Pony:\_Friendship\_Is\_Magic\_ lesbian/intersexed (yuri/futanari) fanfic--the characters are trademarked by Hasbro, makers of the toys, tv show, etc.

 

Author's note: This story takes place right after season 1 ep 17: "The Stare Master".  You can enjoy this story even if you haven't seen it, but you'll likely get more from it if you have!

 

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Rarity and the Cutie Mark Crusaders left Fluttershy and Twilight Sparkle to themselves.  The noisy fillies gone, now the butter-yellow pegasus and the violet unicorn could talk to each other like grown-ups.

 

The problem?  Each of them suddenly felt awkward about what she had to say.

 

Fluttershy glanced nervously at Twilight.  The unicorn was sipping her tea and staring right at the pegasus.  Fluttershy gave a quiet gasp and lowered her eyes.

 

"I have something to tell you, and I hope you won't be embarrassed to hear it," Twilight said, setting down her mug.  "Fluttershy, you're brave.  You may be the bravest pony I've ever met--you saved my life last night."

 

"Oh, no," Fluttershy said in her accustomed humble way.  "I just wanted to help my friends...."

 

"So does anypony, but who faces a cockatrice to actually rescue others?  Let's not forget the manticore, and the dragon--an enormous, fire-belching dragon!  You're amazing!"

 

Fluttershy blushed heavily, but she raised her head a bit, and loved seeing the smile of respect and gratitude on Twilight's face.

 

Twilight leaned closer.  "So, thank you, my hero," she said softly.  She gave Fluttershy a quick kiss on the cheek.

 

"'Hero?'  Not at all!" Fluttershy objected meekly.  "But you're welcome, Twilight Sparkle.  When I saw you, turned to stone, I was so shocked; but I was also scared that I'd never be able to talk to you again.  You're back, safe and sound; that's best reward anyone's ever gotten for facing her fears."

 

It was Twilight's turn to blush.  "What a nice thing to say!  You're not just brave, you're the Element of Kindness--and you've proven it again."

 

Fluttershy turned, her pink hair hiding most of her face, though she still glanced at Twilight Sparkle from the corner of one sea-green eye.  "But Twilight, did you hear me?  I...saw you...while you were turned to stone."

 

"Yes, I--" Twilight stopped dead as she realized her friend's meaning.  "Then, you saw...?"

 

"I saw," Fluttershy squeaked.  Then, in a steadier voice, she said, "So I had to ask, did the cockatrice do that to you?"

 

It would have been easy to lie, but instead the unicorn bookworm gulped back her fear and said, "No.  It's a condition that I was born with.  Only unicorn mares can have it, and even among us it's very rare.

 

"Then, it's natural; so why did I never see it before?" asked the pegasus.

 

Twilight shifted, the dark indigo hair of her mane shimmering in the late morning sunlight.  "Because only twice a day I can't control it.  You know how you don't have to think about picking up a baby bunny in your forehooves--you can just do it without conscious effort?  Same with me.  But at dawn and at dusk, I have no control at all; my...penis shows.  A-and can't be hidden, even if I use magic to try--But there's a mixture of herbs that can do the job.  My parents searched for a solution while I was still a tiny foal, and they found one in an ancient book.  I've drunk one cup of that special brew every day of my whole life.  Even Princess Celestia doesn't know; even Spike doesn't!

 

"But I was running low on one herbal ingredient, so I figured Zecora would probably have some, or that she'd know where to get some.  I also thought that she wouldn't ask why I was looking for that particular herb.  Even if she did, I didn't mind too much telling her, since she's not a Ponyvillean.  But you see, it was my secret; that's why I didn't bring even Spike.

 

"Fluttershy, I haven't weirded you out, have I?  I admit that I never wanted you to find out about this, but...I told you willingly all the same...."

 

Fluttershy gently shook her head.  "I know who you are, Twilight.  Seeing your..."

 

She apparently couldn't say it.  Twilight herself couldn't seem to say it at that moment.  "I know, go on," she finally said.

 

"...that really surprised me," Fluttershy continued.  "But now that I know it's been there all along, I don't find it weird at all.  And you can trust me with your secret, of course."

 

"Oh, I know I can!"  The unicorn lunged forward and hugged her timid friend.  The pegasus blushed but returned the hug.  "And it's really good to finally have someone else know.  It's so hard to keep a secret that big!"

 

"It sure was big," Fluttershy murmured.

 

Just an instant later, both ponies realized what Fluttershy had just said, and they immediately separated and looked away from each other, extremely red with embarrassment.  "...I couldn't help noticing," Fluttershy finally said in a tiny voice.

 

Twilight got the nerve to look at her again.  "I...don't really have an answer to that," she said weakly.  "I don't know if it's even true."

 

"But it is!"  Fluttershy whirled to face Twilight Sparkle again, startling the violet unicorn.  "I take care of baby animals, so of course I know where they come from, and I've even...um...seen some of the process (can't avoid seeing it, really)...b-but the point is...you're well-endowed."

 

Twilight sat, gaping.

 

"Oh, no!  Have I weirded you out?" the yellow pegasus cried.  "I'm sor--"

 

"--I just didn't expect that," Twilight said quickly.  "But you're so attuned to nature, I guess I should have.  You haven't weirded me at all."

 

"I've always been curious about how nature works," Fluttershy said.

 

Twilight Sparkle remembered the day she arrived in Ponyville.  Fluttershy had never seen a baby dragon, and she'd asked Spike about everything and anything.  "I know how you feel; I've very rarely seen a book I didn't want to read."

 

"Do you mind if I ask you some questions then?  We'd go inside the house, of course, so we wouldn't be overheard."

 

Though she had reservations, Fluttershy already knew the secret, so Twilight said, "Sure," without much hesitation.

 

Once they were in the strange-but-comfortable tree dwelling, Fluttershy began speaking more quickly.  Her first question was, "How do you maintain it, if it's concealed nearly all the time?"

 

"Er, I just wash normally when I'm in the bath or the shower," Twilight said.

 

"Is it ever painful?"

 

"No, it doesn't hurt ever."  Yet as soon as she'd said that, the unicorn remembered that it wasn't completely true.  "Actually..." she began.

 

"...Yes?" Fluttershy prompted.

 

"You can handle this, right?" Twilight Sparkle asked.

 

"Sure I can; I haven't had any problems with anything I've encountered in biology my whole life," the pegasus answered.

 

"Okay.  It's rare, but, sometimes...it gets so hard it hurts a bit." Twilight's face grew red.

 

"So it gets erect?"  Fluttershy's voice was slightly louder than usual, or was that Twilight's imagination?

 

"Yes, sometimes."

 

"Just at dawn and dusk?"

 

"Well, not always."

 

"Hm.  Anyway, we've all been to the spa; I know you've got girl parts like we all do.  Do you pee out of the...um...?"

 

"I pee the way you do."

 

"Have you ever tried to pee using your p-penis?" the inquisitive pegasus asked.

 

"No," Twilight answered.  "I guess maybe I could.  I've never tried."

 

"And when you clop--"

 

"--Fluttershy!" Twilight sparkle yelped.  "Do you really want to discuss that?"

 

"It's natural," Fluttershy said, though she could feel her face growing hot.  "Most ponies do it, and a lot of animals too.  But if you don't feel comfortable, I--"

 

"--W-well, if you're sure you'd like to know; yes.  I tend to just use my girl bits, but I have used my penis before too."

 

"Does your penis get hard when you smell an aroused mare?"

 

For an instant, Twilight Sparkle could do nothing but sit and stare at her friend.  It was true; Fluttershy tended to get assertive when she or her friends were in danger, and also when she was talking about something that interested her.  Clearly, this subject did interest her.  "S-sometimes," Twilight said, her voice almost inaudible.

 

"I'm sorry.  I've assumed too much, since I've always thought of you as a pure female.  Does a good-looking stallion turn you on?"

 

The unicorn squirmed.  "Occasionally."

 

"And a beautiful mare?"

 

Twilight squirmed a bit more.  "O-occasionally."

 

"How about romantic scenes in books?"

 

"How about talking about sex with you!"  Twilight almost said aloud.  She could feel her hidden cock twitching, and she knew her vagina was growing damp too.  It was late morning, so there should have been little trouble, but the nerdy unicorn was now in a growing state of panic, trying to will her penis to stay flaccid.  She'd never been in this position before.  "Romantic scenes...I don't usually read stuff like that," she said.

 

"But when you do.  I mean, when it's the mare receiving pleasure, does that get to you more than when the stallion's getting pleasure?  Say, if a couple is having standard intercourse--"

 

Twilight frantically used her magic, even though it had never been able to keep her penis under control before.  She was no longer aware of her surroundings, just Fluttershy's soft, feminine voice, and an exotic-yet-familiar aroma.  Her subconscious recognized that smell; the talk about sex was turning on Fluttershy too.

 

"--or when a stud is licking a mare's clitoris--as opposed to a scene where a mare's performing fellatio on a stud--"

 

Twilight's cock rebelled.  The dark-haired unicorn uttered a soft groan of despair as her penis burst free of its concealment and inflated with incredible speed, washing over Twilight's mind and body with a small wave of pleasure.

 

After a moment, Twilight's vision cleared.  Her pegasus friend was staring directly between her hind legs.  The yellow mare didn't seem aware of the fact that there was a tiny thread of drool descending from the right corner of her mouth.  "--There's the giant I saw last night," she whispered, probably not knowing that she'd said it aloud.

 

Twilight Sparkle's penis throbbed slightly but visibly as her heart worked harder to send more blood to the erection as well as to the swelling labia and clitoris.  Her cock had lengthened to at least 8 hooves (120 cm), its girth was probably 1 3/4 hooves (27 cm), and its enormous blunt head was shiny with transparent, white-tinted fluid.

 

"It looks ready," Fluttershy said quietly, lust dripping from her mouth.  Twilight could not move.  Somewhere in the back of her mind, she knew what was about to happen.

 

The pegasus's wide, surprisingly smooth tongue lovingly stroked the end of the unicorn's massive penis.

 

Both ponies' eyes rolled back.

 

"Oh Celestia!  So good!" Fluttershy whispered.  She opened her mouth as wide as she could.

 

"Uh!" Twilight grunted, after managing to take her first breath of the last several minutes.  Her eyelids closed tight and wouldn't open.

 

Fluttershy threw away all self-control.  She had to swallow as much of this monster as she could.  Her friend's amazing cock pulsed, firm flesh and bumpy veins pressing against her esophagus.  It was quite uncomfortable, yet it somehow felt incredibly good.  It was hot and delicious and Fluttershy went mad with greed for it.  Finally, she could go no farther.  She quickly rose from Twilight's penis and sucked in a breath, then rammed the penis down her throat again.  The massive cock was slimy with saliva and precum now, and she gulped it joyfully.

 

Fluttershy got into a rhythm, slurping noisily as she sucked Twilight's virgin penis.  Gradually, Twilight regained control of her eyes and her hooves.  She looked down to see her friend's pink mane rising and falling in her lap and she moaned with pleasure.  And it felt like the tide was rising....

 

"Fluttershy!" Twilight said, her voice raspy.  With her trembling forelegs, she tried to push her friend away from her cock.

 

For a second, she thought it had worked.  Fluttershy's mouth gradually rose along Twilight's shaft, applying exquisite pressure the entire way.

 

But then the winged pony stopped.

 

Lips wrapped around the head of Twilight's penis, Fluttershy sucked for all she was worth.

 

Twilight inhaled sharply and came.  Fluttershy's eyes closed as salty liquid, hot and thick, rushed into her mouth with forceful fury.  She adored the odd, strong taste.  Fluttershy's vagina throbbed as she swallowed the unicorn's sperm, mouthful after mouthful.  Despite her best effort, some of the viscous white semen leaked from the corners of her mouth, and still it poured in, spurt after spurt.  Fluttershy choked for a moment as she felt Twilight's semen flooding her mouth until it had nowhere to go but up, into her nasal cavity.  Still, the pegasus mare kept working, drinking as much of the unicorn mare's juice as she possibly could.

 

Finally, Twilight's orgasm ended.  Fluttershy's tongue swirled around the head of Twilight's cock, trying to coax just a little more semen from it.  But when it was clear that the faucet had been turned off, she reluctantly released her friend's penis.

 

Breathing in rapid gasps, Twilight Sparkle looked at her friend.  Rivulets of white semen dripped slowly down either side of her mouth, onto her neck and chest.  For a moment she doubted her eyes, but it was true; there was semen trickling out of Fluttershy's nostrils as well.  Twilight had never seen such a spectacular sight, and she subconsciously puffed out her chest with pride.

 

Fluttershy coughed a couple of times, clearing semen from her windpipe.  Then she licked her lips, slowly.

 

Twilight had a flash of insight.  "That was on purpose!  You were trying to get my penis to show itself again," she scolded.

 

"Yes, and I am NOT sorry!"--Twilight Sparkle experienced yet another shock in a day full of them--Fluttershy continued, "Now I need you to promise me that you will keep your cock a secret from everyone else."  Her tone was very much like the tone she'd used on the dragon.  I guess she really does view my penis as a wild beast, part of Twilight's mind thought gleefully.  She forced that part of her mind to shut up for a minute.

 

"How could I promise--"

 

"--Twilight Sparkle, you promise me!"

 

"I can't.  By accident, you found out my secret.  If it happened once, it could happen again," Twilight said, hoping that reason could still work on her temporarily insane friend.

 

"You're right."  Fluttershy sounded close to normal once more.  She suddenly collapsed to the floor.

 

"Hey, are you all right?" asked the unicorn.

 

"What did I do?" the pegasus whimpered.  "I-I just used you--my friend, my best friend!  I'm so sorry!"

 

Twilight put her foreleg across her friend's shoulders.  "It was an accident; it wasn't all your fault....Besides, I liked it, a lot," the violet mare said in a soothing voice.  "Don't be sorry.  You're still my precious friend."

 

"You don't hate me?"

 

"Of course not."

 

"Oh, Twilight...."

 

"Fluttershy, you mean so much to me; more now than ever."

 

The yellow pegasus lifted her head to look into Twilight's gorgeous purple eyes.  "You mean the world to me, Twilight," she said.

 

For a long while, a comfortable silence settled on the two mare ponies as they held each other.  Finally, Fluttershy said, "I lost control.  I don't deserve you.  But still, I'd like it very much if you'd be my lover, Twilight Sparkle."

 

"I'd like that too, Fluttershy," Twilight answered.  She and her new marefriend hugged each other a little more tightly.

 

"So," Fluttershy said, "I promise I have total self-control when I ask this: would you like to watch the sunset with me?"

Source: https://sofurry.com/s/ZmMzjXWn