Flutterbat Sucks an Apple Dry by Belgerum
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Applejack slunk between the trees, through the darkness, as she searched for her lost companion. The wooden branches, covered in the now ruined produce that was once the pride of the apple family, drooped close to the ground, making the entire orchard a maze of twisted tree limbs and rotten fruit. As if that weren’t enough, fog rolled across the hills, illuminated by the full moon above and giving the entire farm a faint, eerie glow. The silvery light dimly illuminated a subtle movement in the trees, adding an unsettling element to the scene - an oppressive and unshakable sensation of being watched.

As she searched, she remembered who she was searching for. She and her friends had gone into this orchard to look for the culprit who had been ruining this very farmland, but after seeing that it was her friend, who she had forced to use the stare in an attempt to stop the bats before... Applejack almost couldn't believe it. How could this have happened? How could one of her closest friends have been turned into a monster?

Though Twilight had pronounced that she could possibly fix things, Applejack knew that it wouldn't be easy to get the new creature Fluttershy had become to cooperate.

A shadow passed over her briefly, as a black silhouette passed overhead.

“Fluttershy! Where the hay are ya? C’mon out!” Applejack shouted, as she walked along the dirt path, hooves squelching in the mud as she made her way through the once familiar trees. She and her friends had split up to search the orchard more efficiently, and though it seemed reasonable, it meant that she was all by herself in this dark, foreboding area of farmland. Nervously, she looked about, hoping, but at the same time, fearing that she might see what her friend had become, praying that she wouldn’t come to regret venturing out to this part of the orchard alone.

Suddenly, a black shape moved on the very edge of Applejack’s vision. She jumped back into a defensive stance, but when she looked again, there was nothing but the swaying of branches. Again, in the corner of her eye, a small movement, but once again, Applejack turned too late to see who might be with her in the dark orchard. Could it just be a figment of her imagination?

Gathering a small amount of courage, Applejack called out again in a frightened, trembling voice.

“F-Fluttershy? A-are ya there?”

Her words went unanswered, save for the faint rustle of the branches in the faint breeze.

Gingerly, she returned to the path, moving slowly and deliberately through the moonlit orchard, trying to quell the fearful shiver that ran along her back. No matter how much she wanted to help her friend and stop the horrible blight on her family’s produce, nopony had ever been turned into such a monstrous creature before. She was alone in this orchard with a mysterious and unpredictable being. Not only that, but that very being was her friend, and even if she was dangerously out of her mind, Applejack wasn’t sure if she could use force against one of her friends, should the need arise.

Another small movement in the trees made her mind spin with adrenaline, and the apple farmer began to wonder if her mind was playing tricks on her.

“Gosh darnit Fluttershy! Ya’d better stop hidin’ right now if ya know what’s good for ya!”

        Suddenly, the silence around Applejack was shattered as a quaking voice echoed. Applejack couldn’t tell from where, since the trees caused the sound to echo loudly so that it seemed to come from everywhere.

“N-no!” I’m not coming out!”

It was Fluttershy’s voice! Applejack perked her ears, trying to pinpoint the sound’s origin as it came again.

“Y-you hate bats… and you wanna kill me! You wanna k-kill us all! J-just go away!”

After that, silence. Applejack knew her friend was close since she could be heard, but she could see no sign of the yellow pegasus, or whatever she had become.

Grunting to herself in frustration, Applejack kicked a hoof in the dirt before responding.

“Now Fluttershy, ya know ah wouldn’t hurt one of mah friends! It’s those rotten varmints that’ve gotten to ya, and I’ll set em straight for it, but ya know ah’d never kill ya, Fluttershy!”

“I-I’m nothing but a rotten bat... you… you said yourself you wanted to get rid of us, and we only wanted food and a place to stay. You wouldn’t even give us that...” the voice whimpered, sounding as though it was on the verge of tears.

A slight rustle, and a few tree limbs shuffled as a shape moved behind them. Seeing it, Applejack reacted quickly, and threw herself into a full gallop, chasing after the bat pony. Wooden branches scratched at her coat, but she ignored the pain, focused only on finding her friend.

The black silhouette fled towards the deepest part of the orchard, where the trees were the thickest. Applejack pursued it, carefully avoiding the tree trunks as she galloped further into the maze of tree limbs and shadows.

Finally, landing in a central clearing, the black figure she had been following stopped and landed softly, her hooves brushing lightly over the dewy grass, finally making herself known.

The black shape was revealed to be Fluttershy. As the light of the full moon flooded over her form, the depth of her transformation became apparent. Her ears had grown and changed, a small tuft of fur at the top, indicating anatomy that was clearly not equine. Her wings were now webbed, and far larger. Her canines had grown into sharp, intimidating fangs. She looked far less like a pony, and far more like something Applejack might imagine in her worst nightmares.

The new bat anatomy was terrifying indeed, but surprisingly cute. What was once a yellow pegasus was curled up tight, looking down. Her tail was wrapped around herself, as she sniffled quietly, her ears flopped adorably down.

“J-just go… I’m not your friend anymore. I’m not Fluttershy anymore... I’m just a monster.”

Applejack was caught off guard by the way her friend was acting. The very thought of the apples in this orchard had driven the yellow pegasus mad, and she knew her friend had to be cured, but here in the middle of the trees, she looked so vulnerable and scared of her new form, Applejack knew that her friend was not to blame for anything.

“You’ve never been a monster, Fluttershy. We just wanna help ya out of this mess, sugarcube. If ya’ll just let me take ya back to Twi, we can-”

Fluttershy looked up, her ruby red eyes wide and glistening with a fresh coat of tears. They were so vulnerable, so pained, so… dejected. Those eyes stared into Applejack’s, her gaze dripping with longing and the need for comfort.

“N-no… just leave me be… you don’t want me anymore…” she looked down, eyes showing all the sadness and fear inside of her. They were like windows into her soul. Applejack could sense just how tormented she really was by her own thoughts.

Seeing her friend in such depression, Applejack couldn’t help but run to comfort the dejected bat pony. A voice in the back of her mind was screaming to stay back, for this was a vampire that wanted to suck her apples dry, and perhaps even kill her, but the desire to comfort her friend in a time of need won her over. She leaned over her friend, and placed her head against her yellow fur.

“Don’t worry, Fluttershy. We’ll set everything right. We’ll get Twilight to get you back to normal, drive these nasty bats out, and then-”

“Mm… normal… No…”

Fluttershy’s voice suddenly took on new tone. This wasn’t the Fluttershy that had just been talking a moment before. It was… sinister. Oddly seductive, but not in the sense of a lover… more like the sultry maliciousness of a predator about to go for the kill.

Applejack pulled her head back from it’s relaxed position on her friend’s side, shocked and frightened by the sudden, drastic changes in her friend’s demeanor.

As soon as she looked up, she was immediately greeted by a pair of glowing red eyes staring into her soul.

Applejack immediately recognized Fluttershy’s signature look, but it was too late to look away now.

This was the stare. Not just any stare, but the stare. The eyes of the bat pony before her, were piercing, draining Applejack of all energy, all willpower, and all hope of escape.

Her fangs glistened as her lips extended into a cruel grin, her new features making the all too familiar gaze even more terrifying.

“What’s the matter, Applejack?” Fluttershy laughed, “I thought you wanted me to use the stare? Having second thoughts? Well it’s too late for that now… far too late…” Her voice grew more sensual as she reveled in her victory.

It was a lie. The pained expression, the trembling voice, the flowing tears… none of it had been genuine. It was all part of a cruel plot to trap her, and she had taken the bait.

Grinding her teeth, Applejack tried to move, but her body wouldn’t let her. Those eyes… they were too piercing, too powerful. Fluttershy laughed, now beginning to walk circles around her prey, as if she were feeding off the fear that was radiating off Applejack, licking her lips and looking for more.

“F-Fluttershy...” Applejack whimpered. It took every effort she could muster just to speak.

“S-stop this… this ain’t like you...”

“Oh Applejack, Applejack, Applejack… this is me…” she smiled menacingly, “This is who I am now, and you know, I love it. The taste of your apples in my mouth, the wind in my new wings, the thrill of the chase as I found you... You know, this all could’ve been nothing more than a harmless game of hide and seek...”

Fluttershy placed a hoof under Applejack’s chin, closing the distance between their faces, those red eyes still eating away at her spirit.

“But you could never be friends with a bat, now could you?”

A bead of sweat ran down Applejack’s forehead, as she came to regret what she had done the day before. All her hateful language towards the vampire fruit bats was because of her passion for apples, but now she realized that they were creatures too, with needs that drove their actions, and families to care for. But instead of considering that, Applejack had gone and spat at their lifestyle for her own selfish gain.

 If she had just listened to her friend earlier, she might have avoided this...

Fluttershy broke the eye contact, letting Applejack free from the stare. The bat pony’s gaze still lingered in her mind, however, and she remained frozen in place, helpless as the yellow pony circled around behind her.

“I have… mmmm…. sooooo much to show you…” said Fluttershy, as Applejack shuddered at the thought of what she might be plotting.

Suddenly, she felt Fluttershy’s forehooves on her flank. She grunted as the extra weight was forced on her, but she could do nothing to stop it.

Fluttershy stuck out her tongue, and ran it down Applejack’s cutie mark, leaving a small trail of saliva over her flank. Wincing at the the cold, rough texture of the reptilian appendage, Applejack tried to keep her composure, but the fear permeating her very being caused her to shiver slightly, giving away the fear that was taking over her mind.

“Mmmm… even the apples on your flank taste delicious. Perhaps I should suck the juice from these too… Normal apples make a crunch when you bite into them… I wonder what noise these will make!”

Applejack felt a sharp prick on her cutie mark, as two long fangs sank into her flesh, drawing a scream from the orange mare. She could feel her skin puncture as Fluttershy relished in the Earth pony’s agony. Like two sharp blades, her fangs drove into her flank, and blood began to emerge from the wound. Through her own screaming, Applejack could hear the muffled laughter of the bat pony behind her, her new, deeper voice slipping through her teeth as she bit into the juicy red apples on the flank before her.

“What’s the matter?” she said as she released the fangs, “Scared? Not sure what I’m going to do to you? Hehehe….” she grinned maliciously, fangs glinting in the moonlight, “Well, we’re only getting started now, and the night is long...”

“Fluttershy, please...” Applejack struggled to say through her paralysis, “Ah know what ah said about the vampire fruit bats was wrong, and ah’m sorry for everything ah did. Ah’ll do whatever ya want, just please… don’t do this!”

“Mm… It’s too late to apologize now… what’s been said has been said… what’s been done has been done… and now… you’ll face the consequences of your actions….” Fluttershy began circling Applejack once more, her serpentine tongue licking her lips, savoring the taste of Applejack’s blood. Having gotten a taste of her prey, she was now focused on the helpless earth pony, who was now hers to deal with a she pleased.

Applejack continued to struggle mentally, her brain screaming that she should run, and get as far away from this place as possible. But try as she might, her legs would not move a single inch, and she could do nothing to stop her former friend from doing whatever she wished.

“N-no...” she muttered weakly.

“Oh yes,” came the reply, “There is nothing you can do to stop me…”

The bat pony reared up, bringing her forehooves crashing down on Applejack’s back, forcing her to the ground and knocking the wind out of her. Applejack’s head hit the ground hard, her face pressed uncomfortably into the dirt. Her precious hat that she always wore was knocked off her head, flying into a patch of bushes nearby, as her mane flopped into an unorganized heap.

Though her hind legs remained in an upright position, Applejack’s entire front body was now limp, collapsed into the muddy ground that she had once walked on. It wasn’t the most awkward position ever, but it left her feeling exposed and vulnerable.

Grunting in pain, Applejack’s breathing began to grow heavier as her eyes glared up at Fluttershy, who looked down at her with a confident smirk.

“There are so many things I can do to you… so many… wonderful things….”

Silently praying to Celestia for one of her friends to find her and save her from a horrible fate, Applejack watched as the bat pony moved behind her once more, passing out of sight. Just what could she be plotting?…

Suddenly, she felt a warm breath on the area between her thighs.

Applejack gasped at the unexpected feeling, as Fluttershy took a deep breath, drawing in the scent of the mare lying exposed in front of her.

Not knowing what had gotten into her friend that would make her act like this, Applejack grunted as unfamiliar sensations were forced upon her. The warm breaths against her thighs soon began to move, making their way up her legs, growing ever higher, and ever closer to her most private regions. She had never felt anything like it before. The hot air touched her fur in such a loving way, though it was completely unwanted. Never in her wildest dreams could Applejack have imagined meek Fluttershy doing this to her, and though this was her friend who she would trust with anything, this felt so wrong, so uncomfortable...

“Oh Applejack… there are things I’ve always wanted to try with you… but I was always too timid… too scared… too pathetic…”

Suddenly, Applejack felt the smooth, wet texture of Fluttershy’s tongue meet her skin. It trailed up the inside of one of her hind legs, causing a shiver to run down her spine.

“But now… now I finally have the courage to take what I want…”

Fluttershy’s tongue briefly stopped it’s ascent just before reaching her slit, lifting off of her, followed by another hot breath directly on her folds. Then, she felt the caress of the tongue once again, this time beginning the agonizingly slow ascent from her other thigh.

“And tonight, you are mine, Applejack. Nopony else gets to taste your apples… only me~”

The bat mare licked the other mare’s flank, tracing the tip of her tongue around her cutie mark, lathering it with saliva. It moved down, then back up, painting every inch of the apple farmer’s rump with her saliva.

Then Fluttershy’s tongue began to trail down behind her tail, finally arriving at the orange pony’s sensitive virgin snatch.

Fluttershy relished the taste of her old friend’s slit, running her tongue up and down the lips in a sensual way. A smile flashed across her features as a series of involuntary moans sounded from the helpless pony below, along with whimpers of fear and uncertainty. This apple was ripe for the picking, and Celestia above, she was going to enjoy every moment of it.

After a few slower, inquisitive licks, Fluttershy began to move her tongue a bit more quickly, each stroke over the sensitive skin becoming less labored, as Applejack’s whines began to steadily increase in volume and intensity. It wasn’t long before she noticed the surface of the slit becoming moist with juices. Fluttershy could tell that Applejack, despite her awkward position, was beginning to become aroused, as she began to taste more and more of her fluids.

Fluttershy continued to swirl her tongue in the other mare’s slit, enjoying the taste and lapping up the juices, plunging into her depths and milking the experience for all it was worth.

“Mmmm… what tasty apple juice~” She smirked, “It’s a shame none of the other bats will get to have a taste...”

The bat pony ran her hooves across the firm, tender flank of the mare before her as she lapped up the juice. It was just so tasty... delicious… appetizing… A perfect little meal, all for her.

She had her friend at her mercy and she found herself enjoying her dominating position. She had enjoyed the thrill of the hunt before, as she played her careful manipulation game, and now, she relished in her victory, claiming her prize with each lick across the other mare's vulnerable slit.

Applejack could feel the pressure building up inside of her, as the tongue continued to massage her private areas. Feeling her juices begin to pour out, she blushed madly, as her body began to act in ways she never intended. With each flick of the tongue, she felt her voice rise in moans of involuntary pleasure, no matter how much she tried to suppress it. With each bit of moisture that the bat pony lapped up, the warm feelings from her nethers grew more intense.

“O-oh… Flutter… shy… please… ah… s-stop this...” she managed to say between moans and whimpers.

“Aw, why should I? Are you going to lie to me and say you don’t like it, miss element of honesty? Don’t think I can’t hear you down there!”

As if her protests were only egging Fluttershy on, Applejack felt the tongue exploring her private areas become more adventurous, pushing harder on the slit, and slowly starting to push it’s way to the insides. Panting and gasping for breath, it was becoming harder and harder for Applejack to focus on what was happening, and all of her attempts to speak suddenly became futile as she completely lost control of her voice. High-pitched moans forced their way out of her throat, and there was no way to stop them. The pressure she felt grew and grew, until it was just about unbearable.

The bat’s forked tongue flicked in and out of her nethers rapidly, diving in, striking her in the most sensitive of regions, before fleeing as quickly as it had come. It would lash in and out rapidly, again and again, forcing Applejack into further arousal with each immersion. Feeling herself growing closer and closer to climax, She knew it wouldn’t be long before… before…

And with a wild, uncontrollable scream of both shame and forced pleasure, Applejack felt her climax hit. Her juices flowed out freely, the flood gates now opened, as her entire body trembled with emotions. And still, as she reached the very heights of pleasure, that tongue continued to move inside of her, keeping up the constant stimulation that had driven her this far. It felt so wrong for Applejack to be experiencing this while at the mercy of her friend, but at the same time, nothing had ever made her feel this kind of pleasure before.

As the initial burst of sensations began to wear away, Applejack could feel the bat pony behind her lapping up her juices still, feeding off the product of her orgasm, all while continuing to massage her folds with her tongue.

Finally, as the orgasm subsided, Fluttershy pulled away, the whole bottom half of her face soaked in juices, which she licked clean with her long, flexible tongue.

“Well, that was fun, right Applejack? Got anything to say?” She stared down at her exhausted friend, as she giggled maliciously.

Applejack felt her mind move at a very slow pace, still trying to process what had happened to her. The muddy ground that her face was pressed into did little to comfort her, and she could feel a headache coming on.

“Please… N-no more… Ah’m sorry...”

        Fluttershy flung her head back and let out a hearty cackle.

“Already spent? Tired? Confused? We haven’t even begun the main course yet!”

The main course? Does she mean… Applejack thought, a million different possibilities running through her mind, but not one of them looking good for her. She could feel strength slowly returning to her limbs, but what could she possibly do to stop Fluttershy now?

Nothing. I can’t do anything but let her do as she wishes, Applejack realized, as she felt her hopes fade to nothing. This was a nightmare turned real, and there was no way to escape whatever horrible fate was in store for her.

Fluttershy giggled, running a hoof down Applejack’s flank, tenderly pressing against that firm, sweaty little morsel…

“You think you know all about me, don’t you…” She whispered into Applejack’s ear, “You think you know… everything I’ve become… but there are still things I haven’t shown you.” She teased, adding another giggle.

Applejack looked up at her, expressing her confusion.

“Th-things ya haven’t… What… D-do ya...”

Fluttershy leaned forward, lowering her head to Applejack’s level, whispering sensually, “I grew more than just new ears and fangs, you see.. I have something much more… special. Something I’m ever so excited to show you…”

Something… special? What in equestria could she mean by...

        Fluttershy smirked, as she rose up to her full height, right in front of the mare. She turned sideways, so her broken friend could see what was beneath...

Applejack gasped. It couldn’t be possible… could it? But yet, there it was, right in front of her, hanging low between Fluttershy’s hind legs…

Her eyes flew wide open and her face went pale as the huge, pulsing member dangled freely in the wind.

Fluttershy had a penis.

And it was a big one.

Applejack’s mind tried to process what was staring back at her from between the bat pony’s legs, but all she could do was stare at it in horror, her shock plastered all over her face. She couldn’t even begin to imagine what perverse, awful things her former friend planned to do to her… but seeing this instrument of her demise gave her little hope.

“Th-this… this c-can’t be happening...”

“Of course you’d say that, given your lack of experience with these...” said Fluttershy, as she rocked her body back and forth, causing the member to sway teasingly.

“But it can, and it will. I’m going to ruin you, Applejack.” She sneered deviously. “You exist for only one purpose now… to give me pleasure.”

Applejack gulped nervously. Th-this thing… was going to...

“Of course, you can see I’m still… limp.” said the bat pony, as she continued to flaunt her penis for the mare before her. To emphasize her statement, she brought a hoof back to her flaccid member and ran it slowly down it’s length.

“You see, Bat ponies don’t have warm blood for things like this, so there’s only one way I can make this thing usable. Can you guess what that is, Applebitch?”

Sweet Celestia… She’s going to… oh, no…

Fluttershy pressed her face up against Applejack’s, passionately nuzzling the horrified pony beneath her.

“My little pony, I’m going to suck your blood, and use it to fuel my erection as I buck those apples right off your flank.”

No way… Applejack thought, as the severity of her situation finally hit her. This wasn’t a nightmare. This is something much, much worse… Her friend would never do this to her… Applejack didn’t know how this situation could get any worse, and even if it could, she didn’t want to know how.

Fluttershy smirked, moving so her long, limp cock brushed against Applejack’s lips. The flesh was cold, and felt strange against her face.

“Now… I hope you’re ready for me...” Fluttershy said, as she lined the rod of meat up with the orange farm pony’s mouth. Applejack shut her jaw firmly, gritting her teeth and refusing to let this monstrous creature violate her, but Fluttershy bared her fangs with a loud shriek, and with a savage yank of her front hooves, forced her mouth open to let the soft phallus inside.

With a powerful thrust of her hips, and a loud hiss of excitement, Fluttershy forced her penis inside of Applejack’s mouth. The farmer pony gagged, the meaty appendage stopping the flow of air to her lungs. Oh, how it hurt! Applejack could feel the inside of her throat stretch painfully to allow passage to the intruder as it slid in further. Tears leaked from her clenched eyes as the penis was firmly lodged deep inside of her. Only after a few seconds of simply bearing the pain did she dare to peek open an eyelid, and what she saw was not encouraging. She hadn’t even fit two thirds of the giant cock inside. She once again shut her eyes, and prayed to Celestia that Fluttershy wouldn’t try to fit more.

Fluttershy smirked, “You look so pained… It’s funny, because it’s still limp. How do you think it’s gonna feel when it actually starts hardening up? I think it’s time to find out…” She eyed the earth pony like a predator, sizing up her prey.

“Hm… where to bite…”

Fluttershy’s eyes were drawn to Applejack’s cutie mark once again, two deep fang puncture holes still trickling blood.

Her smile grew wider. Perfect...

As Applejack felt the huge cock in her mouth begin to draw out, she gasped a breath of air, her lungs free once more. Her relief was not to last, however, as another thrust shook her frame, plunging the meat deep inside of her once again. She winced, her cry of agony muffled by the intrusion. It stayed lodged there for a few more seconds, before making the painful, slow retraction, to be followed by the inevitable re-entry. In and out, in and out as the cock went about its work in the mare’s throat.

Amidst the agony of the forced oral, and the painful thoughts that filled her head with despair, Applejack hardly even felt the prick of fangs as they once again entered her flank.

Fluttershy closed her eyes. Everything was perfect. She had felled her prey with all the grace of a demon and was now reaping the reward. Her fangs lodged in that sweet, juicy apple plot, and she bit down, pushing them to penetrate as deep as possible.

Then, as she removed her fangs, came the flow of blood. The sweet, succulent, and wonderfully thick blood came flowing from the wound as the bat pony suckled the wound, making sure she didn’t miss a drop. As she swallowed the warm fluid, she could feel it’s heat as it made it’s way down her throat, to her stomach, where the true magic would happen. It wasn’t long before she could feel the effects of the special, vampirian magic, as a pleasant heat began to flare up between her legs.

Fluttershy smiled as she continued to drink.

Another powerful thrust, and Applejack felt the thick cock slide back into her, once again stretching her throat to it’s limits. It’s funny, Applejack swore it felt different this time… The thought didn’t last long, however, for Fluttershy’s impatience made her pull back to prepare for another entry as soon as she felt the resistance stop her advances.

The next thrust came, just as forceful as it’s forebearers, and that was when Applejack noticed that the dick in her mouth was changing, growing warmer and thicker as the erection began to form. Her already stretched orifice was pushed even further past it’s limit as the fleshy rod continued to push inside, all the while growing more and more. Applejack could feel Fluttershy drinking her blood as it flowed out of the wound on her flank, and she could do nothing to stop the painful process, as her own body fluids only made her experience more painful.

Fluttershy just relished in the moment, and closed her eyes, continually thrusting that newfound member into the open maw while she drank, as she felt the violated passage grow tighter around her.

“Does it hurt?” she asked between thrusts. “I hope so. And to think, I was too much a coward to ask for this before.” She chuckled. “If I had known it would be like this, I would have tried it a long time ago.”

        The pony beneath her let out a whimper of pain and humiliation, but Fluttershy silenced it with a simple thrust of her hips, and settled her mouth onto the wound again to drink more of that wonderfully delicious blood.

As her erection gained more size, The aroused feeling that spurred her onwards grew ever stronger. Her wings became rigid, spreading out behind her as she pumped into the helpless mare, occasionally flapping out.

Applejack felt tears streaming out of her eyes as the gruesomely large cock grew more and more. Her throat was burning, stretched to it’s limit and beyond, but with no relent. If this horrid thing kept it up, she would surely suffer a permanent injury, and never eat like a normal pony ever again.

But eventually, after reaching an excruciatingly large size, the growth eventually did cease, and a now fully erect member was thrust deep into her throat, just barely fitting inside her mouth, despite the horrible stretching and strain it caused.

Feeling light-headed and weak from the loss of blood, Applejack could only let out a small whine as Fluttershy kept up her slow pace.

        Drinking the few final drops of blood that she needed, Fluttershy hesitantly pulled her lips from the wound she had fed from. She licked her lips, tasting the last remnants of the thick, red liquid. Blood continued to seep out of the wound in a small trickle, droplets making their way down her flank before falling onto the dirty ground below.

“Mmmmm… You taste wonderful, Applejack! Do you like how I taste?” she asked, smirking down at her helpless little victim. Pushing the rod of flesh inside once more, Applejack could do little to respond. But even if she could tell Fluttershy the truth, that she hated the taste and only wished to be free from it, she doubted that would persuade her former friend to stop.

Fluttershy grinned a toothy smile, as she pulled out again, her now rigid penis pulling out completely instead of making another forceful entry.

“Well, as much as I would love to pour my seed down your throat, I think it’s time to move on to a more desirable hole...”

Backing off of Applejack, the bat pony pulled out of Applejack’s mouth, allowing her cock to gleam in the moonlight as it dripped with saliva. Seeing the erection it it’s full size, Applejack despaired. By Celestia, this huge… thing was going to go into her...

As if to confirm her darkest suspicions, Fluttershy walked slowly around the fallen apple farmer, moving to face her from behind. She felt hooves on the sides of her flank, roughly spreading her legs and moving her tail aside to expose her private areas. With a hiss, Fluttershy playfully slapped one of her wings against her rump. Laughing cruelly at the yelp it earned in response, it became obvious to the orange pony that her captor didn’t care about being gentle anymore.

“You know, this has been a long time coming, Applejack,” she heard Fluttershy whisper in her ear. “You’ve done a lot of bad things, from how you treat my animal friends, the badgers and squirrels and other… what do you call them? Oh right, varmints…” Emphasising the final word, Fluttershy again slapped her victim’s flank, a bit harder this time. Applejack winced, trying not to cry out.

“And now, this whole bat situation… but now here I stand, ready to make you pay for every evil thing you ever did in the name of apples.” she sneered, “And to think, the irony is that I only became this way because you refused to listen to meek old Fluttershy.”

Applejack felt beads of sweat run down her face as she listened. It was all so true… and that only made her feel worse.

As if to ensure Applejack’s pain and anguish, she could now feel fluttershy pressing that fleshy rod against the outer lips of her vagina. The juices on her folds, still remaining from earlier, and the saliva covering the monster cock left no doubt that this had been Fluttershy’s intention all along. It was too perfect, that both of the sexual instruments were already lubricated as they met, already prepared for what was to come.

“But I’m not meek old Fluttershy now,” said the monster, as she stood over Applejack once more, her hips ready to thrust for the inevitable entry.

“And the only friendly advice I have now is...” she said slowly, her toothy grin mere inches from her ear, speaking in a maniacal whisper.

“Don’t struggle, for it’ll only make this much worse.”

With a deep intake of air into her lungs, Fluttershy’s pelvis shot forward, slamming her powerful, thick and juicy rod deep into the plot of the helpless pony under her. She let out a cackling shriek of pleasure as she enjoyed the feeling of the virgin hole around her.

The savory scent of fresh blood filled the air once more as the earth pony’s virginity was taken from her. The cruel bat pony sniffed the air happily, enjoying the smell as she felt the walls of Applejack’s passage squeeze tight around her monster cock as it forced its way inside. Oh how wonderful it felt, to be pleased by another mare beneath her…

The agonizing pain was horrifyingly tremendous as Applejack’s slit was forced to give entry to the meaty appendage. Though her throat had been stretched to horrible lengths earlier, that was nearly nothing compared to the absolute agony she felt as her virginity was taken. She felt her insides shift around the intruding member, drawing blood as her body struggled to make enough room for it to fit. As she felt the pain, her abused mind could take no more, and she felt herself scream loudly, voicing the suffering that had been forced upon her.

        The bat pony grinned ear to ear, fangs glinting brightly in the moonlight as she leaned over the mare that now lay so perfectly broken before her.

“What’s wrong, Applejack? I remember you always saying you were capable of handling yourself, and you didn’t need help from anypony…” Fluttershy laughed cruelly, mocking her prey as she held her meaty length inside.

“How ironic that nopony is here to save you now, when you most need it.” she said, looking down in mock pity.

“And you don’t even know half of what’s to come, do you?”

Applejack felt movement behind her, and the shaft began it’s long, slow retreat back out of her. Fluttershy pulled back, preparing for another forceful plunge. When it came, it rocked the figure of the pony beneath her, forcing another trembling yelp from her throat, and causing the intense pain in her nethers to redouble.

“Not going to ask? Well, I’ll tell you…” she breathed, her voice barely audible as she let out an innocent giggle. Applejack wasn’t sure what else there was that Fluttershy could tell her, but she was even more unsure about her motives. Her assailant couldn’t be trusted, could she?

Fluttershy continued to speak regardless.

“Have you ever stopped to consider how vampire ponies... reproduce?”

Applejack racked her brain for an answer, but none came to mind. It was very hard to concentrate with such pain tearing through her body. She could feel the warmth of the rod through her walls as it filled her, stretched her, and moved inside of her, and her mind was clouded by a haze of fear, agony, and suffering. No words came to her, and all that she could do to react was pant loudly and whimper, struggling to make sense of what was happening to her.

Fluttershy only laughed as she readied for another powerful thrust. As she did so, her forked tongue playfully licked her captive’s ear, adding yet another stimulation to the mess of emotions swirling through her mind.

“No Vampire is ever born, for they can only be made.” Fluttershy explained, while the mare below continued to gasp for air, “Just like how Twilight’s spell transferred vampirism into me, the only way to make more bat ponies is to… transfer it into another pony...”

Applejack could barely take in the information as she struggled to focus on the yellow bat pony’s words over the pain swelling inside her, rushes of emotions, and painful stretching…

“J-just what’re ya tryin’ to say…” she said in a pitifully small voice. Just where could Fluttershy possibly be going with such talk?...

        Fluttershy rolled her eyes at how slow the mare’s thought process had gotten.

        “Alright, if I absolutely must spell it all out for you,” she said. “The only way I can make more vampire ponies is if I gave another pony part of my essence, and part of my curse.”

“So if, for instance, I were to cum in here...” she said, accentuating her statement with another thrust into Applejack’s cunt, “Then… well…. you’ll get a much better idea of what it’s like to be a vampire pony.”

Applejack racked her brain, struggling to process what she was hearing.

Oh my… that means that if she… then I’ll… oh, Celestia no…

It couldn’t be true, for it was too horrible of a thought, but yet, the way the bat pony said it left her with little doubt.

Fluttershy grinned ear to ear as she watched the mare below her struggle to comprehend.

“All I have to do is cum inside of you, and you’ll become a bat pony, just like me!”

Applejack could feel her panic rising from deep within her. If she became a bat pony, what in Equestria would she do? Would she go insane and force herself on other innocent ponies, just like Fluttershy? What would happen to the apple orchards, her farm, and her family? Would she still be able to live with them?

N-no, She thought, I can’t let that happen. I need to get out of here, and away from Fluttershy! I can’t just let her…

Her thought process was interrupted as Fluttershy let out a shrill cackle, pumping her oversized member into her tight hole. The pain started again, and Applejack was filled with a new determination to somehow find an escape.

Once again, she began to struggle against the mare that was now slowly rutting her from behind. She tried to push herself to her hooves, but the weight of the bat pony standing above pinned her down. Any effort she made to lift off the ground took all of the concentration and energy she had, but she didn’t get far, for the blood loss had taken much of her strength away. She could do nothing to stop the bat pony as she plunged the horrible shaft inside again, this time with more force.

“Aw… don’t fight back Applejack… you might hurt innocent old Fluttershy!” she giggled teasingly. It was well past the point where she might’ve expected her prey to fall for such a ruse, but still, she didn’t tire such talk.

Making another attempt to stand resulted in another failure, as more thrusts entered her. Applejack would have to consider other means of escape…

“Well, if you’ve got the fight in you to still be struggling, maybe it’s time I tried a more… severe punishment…”

Applejack gulped. That doesn’t sound good...

        Pulling herself back out of Applejack’s cunt, Fluttershy wiped a bit of blood from her penis with her hoof, the last few remnants of Applejack’s virginity. Licking it off her hoof sensuously, she spoke again in a playful, naughty tone.

“You know, I’ve always been curious...” Said Fluttershy, trailing off, “What would happen if I…”

Suddenly Applejack felt Fluttershy adjust her position slightly. The tip of the fleshy, slick member touched the entrance to her love tunnel once more, but this time, it did not push forward. Instead, the tip began to slowly move upwards, before arriving at a new venue, the entrance to her tight plothole. Fluttershy pressed her hips up closer, feeling this alternate entry point and adding a bit of teasing pressure.

“What if I went in here….” she whispered, adding a small hiss of satisfaction at the end.

        Applejack’s mind entered a rush of panic as she felt the rod rub up against this smaller, tighter passage. The instinctual struggle against her captor began to grow more and more intense as she realized what was about to take place if she couldn’t prevent it somehow. However, her struggles proved to be just as futile as any other efforts she had made earlier. Still, she kept trying, even as voices in the back of her mind told her it would never work.

        Fluttershy remained stationary for a few moments, watching as Applejack struggled uselessly against her, but it wasn’t long before her impatience and anticipation caught up with her, and she began to push in.

        It was an amazing feeling for the bat pony as her thick, rock-hard shaft entered the tiny hole, the walls so tight, squeezing around her length as she drove the cock the deepest she could shove it into the cramped passageway.

“Mm… love it~” She said with a sigh of pleasure. “It would be a shame not to put such a tight hole to use. Maybe once you’re a bat pony we can do this again!”

For Applejack, however, the member that embedded itself in her plothole caused nothing but more pain. Though it was somewhat lubricated by the juices from her other hole, The sheer size that was being forced inside the small entrance made every bit of the experience agonizing like nothing else she had felt this night. Once again, she found herself screaming as the sensations overwhelmed her.

        Hearing her victim’s protest, Fluttershy cackled, “Enjoying the new hole? I quite like this one myself. Maybe I should stay and cum in this one instead!”

        Applejack winced as Fluttershy began to move, making another push in, just as agonizingly slow as before. Fluttershy leaned over her, still whispering in her ear as she pushed her member in.

        “Then again, that might not be a good idea,” the evil voice said, “If cumming in your ass won’t start the transformation, and you don’t turn into a bat pony, you might die, considering the blood you’ve lost...”

        Applejack let the thought sink into her mind. Turning her attention back to her flank, Applejack realized that she could still feel droplets of blood slowly dripping from her flank, the wound still bleeding even after Fluttershy finished feeding from it.

        She could die.

        Applejack, who had lost her parents when she was very young, had always known what it was like to have somepony you knew die. It was an anguish she would never wish upon anypony, and now that Applejack knew her life was at stake, she couldn’t help but think of the ponies who might grieve for her, and feel that very sadness, should she leave them. That grief would be all she left behind for her friends, her family, and anyone who knew her well...

If she died, her family would never be able to survive this season, with all the apples already lost to the bats and the loss of a hard-working mare that the farm depended on. Ponies from all over Equestria would mourn for her, the apple farm would have to be sold, and life in ponyville would never be the same...

        No. That couldn’t happen. No matter what, Ponyville’s most dependable farmer pony would not leave them hanging. No matter what, Applejack knew that she couldn’t let herself die.

        With escape no longer looking very probable, She found herself with very few options. She still had a choice to make, but no matter what she chose, she saw little room for a happy ending. But despite everything that Applejack had experienced, and everything that she hated about the choice she had to make, she knew that it was her only chance.

        And so, she chose.

        “...make me a bat pony…”

        “Hm? What did you say? You’re talking so quiet, it’s like you’re Fluttershy or something.” The bat pony sneered down at the sniveling pony, “You’ll have to speak up.”

        Desperately hating what she was about to say, Applejack turned about, ready to yell it out quickly, hoping she would never have to say it again.

        “Ah said ah want ya to make me a bat pony!” She screamed over her shoulder at Fluttershy. “Please… Ah can’t leave ponyville without me… even if It means ah have to do this...”

She looked up at Fluttershy with pleading eyes, as she prayed that whatever was left of her old friend might listen.

        “Please, make me a bat pony. Don’t let me die...”

        Fluttershy raised an eyebrow, “Well, I haven’t completely lost my mind… maybe I’ll switch holes and make you like me… just maybe.” She looked down at the orange mare with a teasing gaze. “I might need a little extra convincing though.~”

        “P-please...” Said Applejack, gritting her teeth as another powerful thrust forced the member deep into her plothole. Now that she thought of it, she could feel herself growing weaker and weaker, as the blood loss began to take it’s toll. Her resistance was faltering, now little more than small movements, as the strength she once had left her.

        “Please? Is that all you have to say? Convince me, Applejack, convince me~,” she hissed down at the orange mare, smirking haughtily.

        Applejack groaned. She really didn’t want to have to beg, even if it was her only hope of survival, but with the last bits of her willpower, she forced herself to obey. With tears in her eyes, she forced the words out of her mouth with a furious determination.

        “Please, Fluttershy! Ah don’t want to die! Make me a Bat Pony, and make me yours!”

        “Hm… But what about my other little bat friends?” came the teasing reply. “I don’t know if they want somepony who calls them ‘varmints’ to become one of them... Or have you learned your lesson? I don’t know if you have...”

Applejack was very close to her breaking point now. Being forced to say such demeaning things was painfully difficult for her, and she wasn’t sure how much more Fluttershy wanted, nor how much more of this she could take. Her thoughts were momentarily cleared as the colossal member pushed into her, making her remember that her time was limited, and she needed to convince her attacker quickly, before she decided to finish in the wrong hole.

“Fluttershy… Ah know what ah said before, but now ah know it was wrong of me.” Applejack grunted, bearing the pain of being penetrated enough to form the right words. “The vampire bats aren’t varmints… Ah guess ah just went nuts when they started eatin’ our crops. Ah can’t change what’s happened now, but Ah’m really sorry for everythin’! Ah really am!”

        “Please...” Applejack whimpered, “Ah’m sorry, Fluttershy. You were right to side with the bats, and ah stamped all over you to try and get what ah wanted. Ah dunno if you can ever forgive me, but please… don’t kill me. Don’t make me leave mah family and friends all alone...”

Fluttershy was silent for a long, tense moment, debating.

Then, a moment later, she sighed in relent, as her throbbing erection withdrew from Applejack’s rear, leaving it stretched and worn, but not entirely broken.

“Alright… I believe you,” she said quietly, as she re-adjusted, lining herself up once more with Applejack’s cunt, before forcing herself in, “I guess I’ll cum in here after all. I like your tight little asshole, but I suppose I can make do with your other hole...”

Applejack let out a sigh of her own. Unlike Fluttershy’s, this sigh was of relief, knowing that she would not die this day. It did mean that her fate was about to be drastically changed, likely for the worse, but who would not prefer the lesser of two evils when given the choice?

When Applejack felt the member once again entered her, it was less painful this time. Perhaps it was because this hole had gotten more used to the girth, or maybe it was just the satisfaction of knowing this was her choice. But whatever the reason, she felt her breaths fill with moans, and her pained whines begin to fade away. The pain was still there, but it felt more distant now, as her weakened mind merely let the sensations happen, knowing that there was but one way this could end now.

Fluttershy grunted and groaned, pushing into the mare as hard as she could, and driving her thick, hardened length deep into her as she moaned out loudly. The tip of her cock met resistance at the end of every push, as it smashed into the mare’s deepest point, triggering extra bursts of sensitivity and pleasure, only egging Fluttershy on as she began to pick up speed.

As the thrusts came at shorter and shorter intervals, the motion soon reached a steady pace. The member filled Applejack completely one moment, and then retracted most of the way out in another, making sensations more pleasurable than anything Fluttershy had felt before. The phallus rubbed against the orange mare’s walls, driving deep and pounding hard. The new stimulation caused both mares to moan out louder, as they lost themselves to the sensations.

As she moved her hips in and out, Fluttershy noticed the mare below her starting to move again, but rather than protesting struggles, the movements were now complimenting her own. With each powerful push in, Applejack was moving herself back to meet her, as her tail raised itself, and her inner walls tightened more around the meaty rod inside.

“Ah… It seems I’m… mmm... not the only one enjoying herself now...” Fluttershy giggled lightly between moans as she penetrated the moist slit again and again, gaining even more speed with each repetition.

As her pants and gasps for air were only interrupted by moans of pleasure, Applejack could hardly reply now even if she wanted to. Her friend had forced her into this, but as both her mind and body grew weaker and weaker, Applejack couldn’t bring herself to think straight. All that she could process were the amazing feelings from her nethers as the bat pony above her made love to her, giving her everything that her body now felt it needed.

Watching the pony beneath her writhe with pleasure, Fluttershy grinned as she pumped into her.

“So... it’s true what some ponies say...” Fluttershy moaned between pants of pleasure. “If you force something hard enough on someone... eventually they will accept it…” she giggled.

Fluttershy smiled, gazing down into the orange pony’s eyes as she continued to plunder her friend’s depths. Her body had been moving slowly and teasingly before, but now, it was beginning to approach its climax. Her body slammed down hard and fast, her long, firm member slamming against her back wall with each wild thrust. Fluttershy may have been a bat pony, but she sure could buck as strong as a horse.

Applejack could only hold on to her sanity as she screamed loudly, the mare above her rocking her entire body with each powerful thrust. She cried out in pleasure as her insides were filled with hot flesh. Each gyration overwhelmed her athletic frame, causing a shrill whinny of pleasure as her body convulsed.

A single word slipped from her lips as she felt herself approach the edge of her climax.


        She moaned in intense pleasure as all her emotions melted away. She didn’t care about anything Fluttershy had done anymore. Sure, she had initially been against this intimate act, but now, everything changed. Her world had been shattered and rocked. Nothing mattered now but the wonderful sensations shooting through her as Fluttershy became her lover, her world, her everything.

        It was in this one moment of overwhelming pleasure that she finally threw her head back, cried out, and emptied her juices all over the rod of flesh which had once been so invasive, but in the end, could not have been more welcome.

        Fluttershy felt the liquid erupt from the other mare’s vagina and flood over her phallus as she closed her eyes. For her, many things were at play: Revenge for her fruitbat friends, the fulfillment of a love she’d bottled up since she was a shy little pushover, a strong desire to show the new pony what she had become…

Now all that she felt was happiness. In the end, the mare she always secretly wanted admitted her wrongdoing, as Fluttershy had taken her for her own. This scene had gone from a horrible rape to what now seemed like a consensual romance, as both mares were locked in intimacy, pleasing themselves with the other’s body.

She moaned and grunted, continuing to thrust faster, even after the other pony had orgasmed, feeling all of the liquids inside rushing out around her shaft. As the pony beneath her continued to scream, the walls of her vagina tightened around her member, preparing to milk it when the time came. Feeling herself grow closer and closer to her own peak of ecstasy, Fluttershy slammed into the mare at the fastest speed she could muster, driving the point of release ever closer… and closer…

With one final thrust, Fluttershy let loose with a savage, feral shriek, unlike anything a normal pony might utter. Pushing herself as far inside as possible, she emptied everything she had, filling Applejack’s womb with her thick, white seed. With each spurt of fresh cum, another wave of pleasure washed over Fluttershy, as she felt her entire body begin to spasm with animalistic urges. More and more of the semen came, as Fluttershy was pushed to her mental limits by the walls clenching her member, and the cries of the pony beneath her as she was filled.

The warm liquid mixed with the Applejack’s own fluids, and before long, began to overflow, trickling out of the once-virgin pussy and collecting in a small puddle on the ground below.


The deed was done.

As Applejack felt the warm fluids within her, she fell limp on the ground, no longer penetrated by the large shaft of her friend. Soon, she would become a vampire bat pony. All there was left to do now was wait for the transformation to take hold, and soon, she would rise again with wings of her own. Her mind was hazed as she considered what mental changes might happen, from cravings for blood, to perhaps newfound confidence, or perhaps even an affinity for mischief. But it was useless wondering now, for the process could not be stopped, nor did she want the alternative, bleeding to death.

As she lay on her side, her senses beginning to blur together, she felt a warm body lay next to her, and a loving snout nuzzle her neck.

“Applejack?” came a soft, caring voice, “I… I know you probably think I’m completely insane like this… but… I want you to know… I always cared for you, and… I’m really sorry about how I behaved tonight… I know I hurt you, and… I don’t know if you’ll ever forgive me...”

“F-Fluttershy...” trailed Applejack, as she turned her head slightly to look the bat pony in the eyes. “Don’t worry… What’s happened has passed… and no matter what… we’ll still be friends...”

The yellow bat pony smiled. “I’d… really like that. Thank you, Applejack…”

Thinking her own thoughts, a mischievous smirk spread across her face.

“You know… you’ll be growing more than just wings, too~”

Applejack frowned.

“But...” she said, concerned, “What will ah do?... What if ah go crazy and… do horrible things to other good ponies… what if ah even try to hurt with my own family?... Ah’m scared of what I’m going to become, Fluttershy...”

“Aw, Don’t worry…” came her reply, “I’ll stop you from doing anything you’d regret.” She chuckled as her ears perked, “I won’t let you rape anypony… who doesn’t deserve it~” she giggled.

Applejack looked up at Fluttershy’s face, not amused. She was legitimately afraid now of what her future held…

“Don’t fret, Applejack.” said Fluttershy, her eyes softening once more. “No matter what happens, and no matter how you might change when you awaken, I’ll be here for you.”

Slowly, and lovingly, Fluttershy lowered her face to Applejack’s, and planted a light kiss on her cheek. As the world around Applejack began to blur together, and the darkness came when she closed her eyelids, the last thing she knew of her old life was the touch of a mare she loved, her warm, caring breaths, and her lovely, enchanting voice…

“Hush now, quiet now,

It's time to lay your sleepy head.

Hush now, quiet now,

It's time to go to bed...”

Chapter End Notes:

Co-authored by Belgerum and Flutter Bully.

Hope you enjoyed this, if you're into this kind of thing.

Critique is very much welcome, and if you let me know about any errors or typos, I'll try to fix them as soon as I can.

All Hail Futa Flutterbat.

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