Um... You Look Hot...

by dirty little secret

Rating: mature
Tags: Applejack, My Little Pony: Friendship is Magic, Human, Romance, Porn, Rainbow Dash, Fluttershy, Sex
Length: 15450

Fluttershy likes to come and watch Rainbow's workout sessions ... but will she ever be able to tell Rainbow the real reason why?

Fluttershy likes to come and watch Rainbow's workout sessions ... but will she ever be able to tell Rainbow the real reason why?

Cover art adapted from a color edit by rammbane of an artwork by Flick-the-Theif. Original art is NSFW by Fimfic standards, so no link to it can be given.

Published 2016-07-15 17:20:02 UTC
Last updated 2019-08-28 03:12:56 UTC

Skin and Sweat

I sat on the hard bleachers by the track, like I found myself doing more and more these days, 'keeping Rainbow Dash company' while she worked out. She was the only one running today – probably because of the unseasonably hot weather – and as usual, I was the only one sitting and watching. Rainbow thought of me as her 'personal cheering section', so I liked to come watch her. Well, maybe that wasn't the only reason I liked to watch her, but nobody needed to know that.

Here she came around again, bouncing up and down with the rhythmic tap-tap of her running shoes. She wore only a tight white tank-top, sweatbands around her wrists and ankles, and of course her tiny red running shorts. I smiled as she approached the bleachers, and she smiled back. She always said that having me there motivated her to run farther and faster. I was glad to be helpful.

I bit my lip just a little once she zoomed by. Those red shorts were my very favorite to see her in. I could never wear something like that in public – they were hardly anything more than panties, really. But Rainbow Dash could pull it off. Mmm, pulling them off...

As she headed around the farthest part of the oval again, I let myself entertain a brief fantasy of seeing Rainbow pull those tiny red shorts off. I was sure she didn't wear anything beneath them, and they were even thin enough I could be pretty sure she was completely shaved down there... It made me fidget against the bench, the warm metal rubbing against my own panties, under my short green skirt.

Oh how I wished I could tell Rainbow how I felt about her! How many days had I sat on the sidelines, watching her like this? How long had I been dressing myself up as cute as I could, hoping she would notice me? My skirt was ruffled and so short I had to be extra careful whenever a bit of breeze blew through or when bending over and sitting down ... my white tank top was almost as tight as hers, and I also hadn't worn a bra underneath. I knew Rainbow liked girls, I knew it for sure! So why didn't she ever notice when my huge boobs poked their nipples through my top, or when I wore a skirt small enough to risk exposing myself to everyone?

I knew I should probably approach her, tell her how I felt ... but I could never do that, never. It just wasn't in me. Every time I'd tried to – and I had tried ever so many times – I just ended up stammering and then mumbling something about the weather. She had to notice me, she just had to! Otherwise, I'd be here forever, waiting for the perfect opportunity that would never come.

Rainbow came around again. Though she obviously wasn't wearing a bra, her boobs hardly bounced at all, even though they were decent-sized. Only a tiny jiggle each time her foot hit the pavement. They must be so firm! If only I could touch them someday...

“Come on, Fluttershy,” Rainbow said as she passed, “Why don't you join me for the last couple laps?”

I didn't answer, and I stayed in my seat. There was no way I could run, especially not in this outfit! My boobs weren't like hers; full and pillowy-soft, they would be flopping and bouncing all over the place, not to mention how the back of my skirt would probably fly up and expose me in front of... Well, there wasn't anyone else here to see, but still. I could never risk it!

Tap-tap tap-tap, she came around again before I'd even managed to catch my breath and recover from the idea of being seen out there. “You'll love it!” She beckoned me out with a wave of her wrist.

But I stayed right where I was, clutching my arms around myself and pulling at the big pink ribbon I'd put in my hair. It was okay, I told myself, there was no way I could keep up with her anyway. I'd just be slowing her down.

Instead, I just watched her. I loved watching her thin, hard body leaping down the track so fast she made it look effortless. She was magnificent, built for speed and full of power and grace. Oh, I was so stupid to think I could ever be with her!

This time when Rainbow came around, she slowed to a jog, then a walk, and came up to the edge of the bleachers. She sucked in huge breaths of the hot air, making her flat belly heave in and out, and a sheen of sweat glistened on all her exposed skin ... and wasn't there quite a lot of exposed skin to see...?

I had to consciously stop myself from licking my lips. No, I couldn’t let her know I saw her that way. It would ruin this special time we had together. Instead, I stood up and walked down to her. I tried to put a swing in my step, to sway my generous hips, but she was too busy recovering from her run to notice.

As I reached her, she grabbed the bottom of her tank top and pulled it upward. I froze and stared as she pulled it higher and higher, exposing the smooth perfect contours of her belly to me. The sweat-damp skin shone in the sunlight.

I gasped when she went high enough to even show a little of the underside of her boobs, unable to help myself and sure she was about to flash me for some inexplicable, wonderful reason.

But no, She rolled the bottom of her shirt up and let it stay against her chest. But still, it let me see a mouth-wateringly huge part of her body, from the definite angle where the bottom of her boobs met her chest all the way down to where her belly dwindled down into a little triangle between her hips and disappeared into those shorts that didn't really hide anything anyway. Only after staring for far too long did I finally remember to breathe; I started panting a little. I couldn’t help myself.

“You alright, Fluttershy?” Rainbow grabbed her water bottle and gave me a look.

Oh I was a sucker for those pink eyes and the amazing way her colorful mane always looked great even though she didn't care for it at all! The way her bangs hung just a little over her face was so... Wait! I had to respond, or she'd know! “I, um... well, I...”

'You're hot too, huh? It really is a scorcher today!” She raised her sport bottle to her lips and opened the nozzle with her teeth.

As she began sucking it down, I couldn't help but stare at the way her perfect-without-makeup lips puckered and wrapped around the tip of it. Fantasies filled my head, fantasies of her doing almost the exact thing to me, her teeth teasing at one of my full nipples before she pressed her lips against my breast and suckled me until I screamed in ecstasy. She would probably grab the other one in her hand and squeeze until the soft flesh of my boob bulged out between her fingers, and her other hand would—

Rainbow pulled the bottle away with a pop and wiped a hand over her forehead. “I don't blame ya for being a little short of breath. Heck, just look at me, sweating like a racehorse!” She wasn't kidding about that. As I looked, a few beads of sweat from her cleavage joined together and trickled down the long, smooth curve of her belly.

Without hardly realizing what I was doing – I guess my subconscious planned it all for me – I pulled the ribbon from my hair and offered it to her.

She had just started taking another long swig from the bottle, but she saw me out of the corner of her eye and put her water down again. “Really? I can't use that! Thanks, but it's way too nice. I'd ruin it.”

“Please, take it,” I told her. “I don't mind, really.”

“Fluttershy...”

“I... I know, it's not good enough. I'm sorry. I should have brought you a towel or something. I'm so—”

She grabbed my wrist. “Hey, I didn't say that! It's fine, It's just—”

“So you'll take it?”

Rainbow sighed. “Fine... But don't blame me if it never smells right again!” She snatched the wide pink ribbon out of my hands. “And ... thanks, I guess. I've already soaked all the way through everything else.”

My jaw dropped and my mouth hung open as she began wiping herself down with my ribbon. She rubbed it across her face first, holding it with both hands. Her skin always looked so vivid and fresh, even though she never used any makeup. Then she wiped her arms down, and I gawked at her small but powerful muscles. But what really lit my fire was when she rubbed it up and down over her belly, around herself to the well-defined contours of her back... She even tucked it up underneath her tank-top and wiped off her boobs! By that time, the ribbon was pretty much soaked, but she still did slide it down each of her big, strong thighs.

I loved watching it ... it was probably the most erotic thing I'd ever seen her do. Well, other than that one time she came to the sauna and wore nothing but a towel. But this was even more intense – I could watch her vibrant skin move just a little under the ribbon... And this was so much more personal, because it was my ribbon!

Rainbow wrung the ribbon out in her hands, dripping the collected sweat down onto the pavement between us. She handed it back to me with a shrug. “Heh, sorry... and, um, thanks.”

“Anytime, for a friend.” I knew I was blushing, and I really hoped she would just think that was because of the heat as well.

“Aw, you're the greatest!” Rainbow surprised me by darting forward and wrapping her arms around me.

I knew it was just a friendly hug, but as I slid my hands behind her back, feeling her hot, damp skin, I couldn't help but be conscious of Rainbow's body pressing against mine. Her solid boobs pushed into mine, making them swell out around hers. I could feel every bit of her hard and firm body through the thin fabric of my top. Her waist was so thin! My hands explored the long curves of her back, one hand under her hair near her shoulders, and the other hand as low as I dared – as low as I could bring it without coming too close to groping that wonderful little round ass of hers.

She pulled away soon, far too soon for what I wanted. My hands slid off of her, tracing around her waist as she stepped back.

I was speechless, but Rainbow didn't seem to think anything of it. “So, same time tomorrow?” she asked.

A nod and a smile was all I could give her. A lot of me wanted to yell out loud and declare my love for her right then and there. Another very specific part of me wanted to drag her off behind the bleachers and have her touch me in ways I hadn't been touched since that embarrassing 'practice' at Junior Speedsters Camp. But there was another part of me I just couldn't get past, the part that always got in the way when I came close to Rainbow, the part that told me I was foolish to think I could ever be good enough for her.

“Okay, see you then!” Rainbow grabbed her water bottle and jogged off toward the locker room.

All I could do was stand and stare, the dripping ribbon limp in my hand, as she went away yet again. Of course, I was also staring because I could never get enough of seeing her thick round ass cheeks bulging out from the too-short bottom of those red running shorts. Maybe I should have done a few laps ... maybe that would give me an excuse to go to the showers with her...

Goddess, she was so beautiful from that angle! From any angle...

I play the memory of those bouncing cheeks and tiny red shorts through my mind over and over again, and I arch my back against my bed at home, my panties around my ankles and my skirt pulled up high. One hand clutches that pink ribbon tight and presses it against my nose. The smell of her is intoxicating; I'm never going to wash this ribbon again!

The other hand is where my skirt would be covering, if I had any modesty or self-control. I'm letting myself imagine that the delicate fingers inside me are her fingers ... letting myself imagine that the hot, wet softness my fingers feel is her private treasure.

It's getting to me; my legs are tensing up and I'm breathing in tiny panting gasps. I stifle a moan with the fabric of the ribbon as my mind goes once more over her perfect body: her long, athletic legs; the incredible tight curves of her ass; her smooth, flat belly and her toned back; the way a little of her breasts bulged out under her rolled tank-top; the lean, curving muscles in her neck I wanted to kiss so badly; her perfect lips, wrapped around the rim of that water bottle ... or maybe wrapped around one of my big pink nipples and—

“Aaa-ah-ah! Mmmm!” My hips thrust up and down against my hand, and I squeal my orgasm out to the empty room, unable to control myself as my body clenches around my still-wiggling fingers. It's far more intense than usual, flooding me with a pleasure I can't contain, a wave that washes through me and splashes right over my usually-tight self control. “Aaah,” I cry out loud again, for once not caring who might hear me. “Unnh! Ooh!”

Rainbow bursts in through my front door, her eyes wide. “Fluttershy! Are you okay? I heard you screaming and I—“ She freezes in place. “Oh...”

I flip my skirt back down to hide my shame, and I hastily stuff the ribbon under my pillow, but it's too late – she already saw everything. And anyway, there's no way she can mistake the panties still around my ankles. I gulp. “Um... Hi, Rainbow Dash. I, uh, I didn't expect you...”

“Yeah, showering was quick because nobody else was there, so I thought I'd come by and see if you wanted to go to...” She finally managed to look away from me, hiding her eyes. “You know, it doesn't matter anymore now.”

“Please don't hate me,” I squeaked.

“Hate you? Never! It's just that...” She glanced back at me, but quickly covered her eyes again. “Well, um, we need to talk.”

Author's Note

This story is brought to you thanks in part to my SubscribeStar supporters! Their support is essential in keeping me going, and it helps justify writing stuff like this instead of more 'commercial' fiction.

If you'd like to help keep me writing, and even decide which stories I write next, please check out my SubscribeStar page.

A Friendly Chat

“Well, um, we need to talk.” Without another word, Rainbow Dash turns and leaves my bedroom, closing the door behind her.

I hastily jump up from my bed and pull my panties up. When I feel them against me, though, I think better of it. They're soaked, filthy with my secret unspeakable lust for my friend's body. Quickly, I slide them off again, stretching the waistband around my shoes, then pick a fresh pair out of my drawer.

Should anyone have asked, I would say I just grabbed the first thing I found in the drawer. They might not believe me, though, because what I happen to grab is a red thong, a collection of thin straps attached to a tiny little triangle of lace barely big enough to cover my tightly trimmed bush.

Once I pull those on and smooth out my skirt, I turn to the door ... and I freeze.

Outside that door is the friend I've been staring at for years, my secret crush I've never been able to talk to ... and she just caught me masturbating to the scent of her sweat. How can I possibly walk through that door and look her in the face, much less talk to her?

I can't even talk to her under normal circumstances! Now she knows – she knows exactly what I've been hiding from her this whole time, exactly the one thing I could never possibly tell her!

For a long time I stand there, staring at the door, my trembling hand still outstretched toward the doorknob. My mind keeps racing over and over what could possibly happen out there, what she might say ... and every time I try to think of what I might say to her ... there's nothing; the whole scenario just starts playing out again.

Has it been too long, though? The thought of it grips my chest. She's waiting out there. By now, she probably knows I'm taking too long, probably knows I'm hesitating like the worthless wimp I am. My hand darts forward, grabs the knob, making a tiny sound.

But I freeze again. I can't go out now, not now that she knows how terrified I am! But what if she heard my hand on the doorknob? She'll be expecting me to open it now, wondering why I'm not, even though she knows I'm done covering up my shameful bedroom activities. Maybe she'll just assume I bumped it, and then...

Then what? Am I going to just wait in here until she gets bored and leaves? I can't do that to her! I tell my hand to turn the knob, but nothing happens. I'm still locked in place, torn between the safety and privacy in my room and the knowledge that I have to go out there, I have to come to terms with Rainbow.

Is that a slight scuffling sound from the other side of the door? What if she's already bored of waiting – she hates waiting! What if she's already leaving? Of course the first thing she'll do is...

Oh no! She'll go straight to one of our other friends. Maybe Rarity, maybe Twilight, maybe even Applejack... She'll ask them to come talk to me, ask them to help calm me down and get me to come out. Which means she'll tell them exactly what happened!

The threat of that – of more people finding out – is a kick in the stomach. I fling the door open and jump into my living room, shouting “Rainbow, no! Wait!” at the top of my lungs.

She's lounging back on my couch, her toned legs crossed under a light blue skirt. Her head tilts to the side a little. “Wait for what?”

“Um, I, I just...” My cheeks burn so hot they hurt. I wish I could just fall down into the floor and disappear. “It's... Never mind. It's nothing.”

“Uh-huh. Well, come on, let's have a chat about... you know.” She pats the couch cushion next to her.

Wordlessly, my head hanging in utmost shame, I shuffle around the coffee table and sit next to her, as far as possible. I keep my elbows tucked tight into my waist and my hands compulsively slide over each other as I stare down at them.

“So, um ... right.” The couch creaks slightly as she shifts her weight.

I still can't look at her. I can barely keep myself breathing.

“I'm just gonna to say it. You're totally into me.”

“No! I just—”

Rainbow holds a hand up, stopping my denial in its tracks. “I saw the ribbon, okay? I mean, I wasn't sure about it before. Sometimes looking is just looking, you know? But what you were doing with that ribbon proves it. You're into me.”

My head hangs even lower, and I wallow in my shame.

“Admit it, Fluttershy!”

I manage a tiny nod.

“Ha!” She throws her head back. “I knew it! I'm so awesome, of course you'd want to go out with me – who wouldn’t?”

I look over at her, barely daring to peer out from under the curl of my long hair. “So then, um ... would you...?”

She startles me with a rough slap on the back. “Nice! You finally worked up the nerve to ask, huh? Nah, I'm not into girls.”

“But...” The bottom drops out of my world, leaving me in free fall. What? How can she not be into girls? I saw her at Junior Speedsters Camp, making out with... “But what about Gilda?”

Rainbow flops back down onto the couch and rolls her eyes. “Ugh... That was just... I don't know, that was just a phase or something, okay? I'm totally into dudes now.”

She wants men now? Why have I never seen her with one? Never seen her so much as look at one? And I've spent an embarrassing amount of time watching her ... I would have seen something... There's something she's not telling me.

“But...” I turn toward her a little, letting my boobs push out between my arms, making the most of the little bit of cleavage my tank top allows. “Is it the kind of phase you might have again, though?”

Rainbow looks at me, finger raised and her mouth open to give a retort... But she hesitates, her eyes going wide and her lips pressing together. Slowly, her raised finger droops down. Her eyes are locked onto my bulging chest.

I scoot toward her on the couch, and she leans toward me. I'm close enough now to smell the shampoo she just used, I've gotten so close to her that her still-raised hand is almost touching my boobs. “I'm sorry I could never bring myself to say it before,” I tell her. “I just...”

Her hand reaches up, touches my cheek, and pulls me closer. She leans in, kissing me softly on the lips, her eyes drifting closed.

For a long, sweet moment, that touch is all I know. My whole world is her fingers tracing across my cheek, her lips pressing into mine. Even her lips are firm! I can feel it in how they move against the softness of my own, how my lips so easily give in to hers.

Rainbow pulls her lips away, nearly tearing my heart out along with them. She's wincing, an apology instantly forming. “I... I didn't—”

I pull her in and kiss her, my hand running through her rainbow hair, caressing the back of her neck as I needily pull her close. I can't let her go – I can't let this moment end. I can't let myself lose her after getting a taste! All my usual reticence is overcome by that burning need, a need for her love that can't be ignored now that I've felt a hint of it.

This time, the kiss deepens. Rainbow's lips part a little, and I feel her moist tongue brush against my own lips. When I follow her lead and let her in, she takes me eagerly, ravishing me with her deft tongue. I can barely keep pace with her, but I don't need to. I can just enjoy her smooth lips and the unique feeling of her tongue on mine. I hold her tight, never wanting to let go, never wanting this kiss to end...

Her hand touches my breast, tentatively at first. When I moan into her mouth at the longed-for contact, she grabs it, the soft flesh under my tank top bulging out around her small hand.

Our lips pull apart again, by some sort of unspoken signal, but Rainbow's hand doesn't stop squeezing and rubbing my enormous breasts.

We look into each other's eyes, and that's all we need. I can see the desire in hers, the excitement, the glint of secret carnal knowledge we're about to share. I'm sure she can see the same in mine.

The two of us come together on the couch, pressing our bodies together. I lift a leg over hers, and she pulls me into her lap. I can feel the warm, hard flesh of her thigh against the thin fabric of the little thong panties under my skirt, and as I press myself against her, I can feel how wet they already are. She can probably feel it too. She comes forward, pressing her body against mine. My boobs smoosh around hers, nearly enveloping them, and her hands slide up and down my back, holding me close against her.

I hold her close as well, reveling in the feeling of her hard body pressing against me. Her waist is so shockingly tiny, and her back is so firm ... it doesn't have any give to it at all. Her arms are so strong around me, I feel like I'm butter melting in her heat.

Burying my face in the curve of her neck, I gasp as I feel one of her hands sliding lower, down below the hem of my skirt, then up underneath it. She grabs me there, her fingers pressing into my soft skin.

I give into it, giving myself over to the heat of the moment and shamelessly rubbing my wet panties against Rainbow's thigh. I feel so close to her, so special to be able to feel this with her. How can this possibly be happening to a loser like me? How can I possibly deserve—

Rainbow's fingers slip under the strap of my thong panties and slide down, lifting the strap off me as they get closer and closer to...

I moan desperately when Rainbow touches the heart of my desire.

Her fingers slide over the outside of my pussy lips, gliding easily in the slick wetness. I tilt my hips and press myself into her hand wantonly, and she responds by slipping a finger inside.

My body convulses all on its own; I nearly climax right at this moment, but just end up heaving for breath and frantically kissing Rainbow's lips over and over again.

After a moment, Rainbow pushes me away from her just far enough so she can talk to me. Her finger keeps moving inside me the whole time. “Oh my gosh, Fluttershy, you're so...” She bites her lip and slips the hand holding me away down and then up under my tank top. The feeling of her bare hand against the bare skin of my boobs is enough to give me goosebumps all over. She gives me a sultry grin. “Come on!”

With almost no warning, Rainbow shifts her grip on me, her powerful muscles tense, and she stands up, still holding me against her. My legs wrap around her, and I kiss her again as she holds me there. I'm warm putty in her hands, and there's nothing in the world I wouldn't gladly let her do to me.

Still inundated with my kisses, she carries me one careful step at a time back toward my bedroom door ... and through it. She kicks it closed behind her, then lunges forward to the bed, dropping me onto it on my back. She's on top of me in no time, pressed against me again.

I writhe on the bed underneath her, loving the feeling of her body on mine. My hands, which had been clenched tight around her back, desperately holding on, now wander lower on her body. They slip down below Rainbow's tight blue skirt, and I finally get my hands full of her gloriously tight ass. Her cheeks are so thick and firm under her boyshort panties. I just want to hold on and squeeze all day.

But Rainbow's hands aren't idle either. One strokes my cheek and brushes my hair out of my eyes as she kisses me with ever-increasing fervor. The other slips down along my body and under my skirt again, soon pulling my panties aside and resuming the amazing finger-play she'd been melting me with earlier.

One of my hands strays away from Rainbow's incredible ass and moves up her body, reveling in the smooth contours of her tight hips, her toned belly. Out of sheer compulsive habit, I hesitate for a moment before I can bring myself to touch a little higher. Rainbow's bra keeps me from really feeling her that much, but I can feel the sensual mass of her boobs, only slightly softer above the enticing outline of her bra.

Rainbow pulls her fingers out of me and sits up, straddling my waist. She's smiling down at me, a smug grin that tells me she knows just how special of a treat she's about to give. She grabs the hem of her top – a blue one, darker blue than her skirt – and she pulls it upward. This time she doesn't stop when the black cups of her bra become visible. She slowly takes it all the way up and off, pulling it over her head and letting her rainbow hair shower back down over her.

But she isn't done yet. Even as my hands move up to touch her boobs, she arches her back, reaching behind her shoulder blades. I've barely gotten a chance to touch her bra when it gets unhooked and suddenly goes limp. Rainbow shrugs her arms out of it and lets the empty cups come away in my hands.

I hold her bra dumbly as I stare at her amazing boobs. They're a little smaller than I expected, but they're so perfect. So round and so proudly jutting out of her chest ... her nipples are shockingly pink and adorably tiny.

Rainbow, still with her smug grin, reaches down and plucks the bra from my hands, tossing it onto the floor next to the bed. “Like what you see, huh?”

I'm speechless, but I still manage to reach up and touch them. Goodness, I didn't know boobs could be so firm! They're a joy to touch and squeeze, and all the more enjoyable as I see Rainbow's grin melt away at my touch. Her head lolls back and her mouth opens, lips pouting outward.

When she reaches town and grabs my tank top, I have to stop touching her for a moment, but only to help her lift it up and get it over my shoulders.

My heart races to see the way she looks down at my bare chest. Her wide, eyes glimmer and her mouth gapes open in awed silence. Just to entertain her, I grab one of my own boobs, rolling its softness against my chest and tweaking one big nipple between my fingers.

She quickly takes the hint, replacing my hand with both of hers as she explores the huge plush expanse of my boobs.

As she does so, I let my hands wander. One goes right back to playing with Rainbow’s boobs, brushing across the impeccable curves, my thumb rubbing back and forth across the hardness of her tiny nipple. But my other hand slides down to her skirt, fiddling with the zipper in the back of it.

When Rainbow feels that, she smiles and sits fully upright again. “Here, let me,” she says, rolling off of me and standing up next to the bed. With practiced ease, she undoes the zipper and lets her skirt fall away.

The black boyshort panties she's wearing now actually cover more of her than the little red running shorts did, but somehow it's more erotic that I'm seeing them, that she's showing them to me. That, and the fabric is thinner, or more elastic, or more forgiving ... I'm not really sure what it is; Rarity would know. The important thing is that they cling to her even more tightly. Now the triangle between Rainbow's hips doesn't disappear into the waistband, it continues visibly underneath, smoothly going down, down to... My breath catches in my throat when I look at the little bulge at the bottom, so neatly split in two. A dark stain on the fabric is slowly growing from underneath, spreading across it.

“You want to see the other side?”

I haven't even been aware that I'm staring, but I nod.

Rainbow turns around, arching her back and bending over a little. Thin crescents of each ass cheek peek out from each side of her boyshorts, with the darkening bulge of her pussy nestled cutely between them. The way those panties hug every contour of her makes me want to reach out and touch her, stroke those picture-perfect curves, but before I can get there, Rainbow hooks her thumbs into the waistband of her panties and begins pulling them down.

I freeze in place, my hand still outstretched, as I watch in complete awe. Though she's pulling them down slowly and smoothly, the elastic waistband strains, then snaps down over her ass cheeks in one quick motion. She keeps pulling, and her panties slowly peel away from her. As her pink pussy lips become visible, a thin gooey strand of her clear juices stretches between her slit and the soaked crotch of her panties.

When she drops them to the floor, I can only stare. Her pussy is shaved, just like I expected. Her pink inner lips poke out a little past her bulging vulva, but they're sparkling clean and spread open invitingly to either side.

Without thinking about it, I reach forward. My hand moves seemingly on its own. My fingertips slide across her immaculate pussy, then I cup her entire wet bulge against the palm of my hand. She's so warm down there!

Rainbow looks over her shoulder into my eyes and grinds herself my palm. I'm suddenly very glad I use moisturizer and keep my hands soft. Her heavenly warmth builds on my skin, her firm and smooth outer lips rubbing across my hand until her juices start leaking out between my fingers.

I slip my middle finger inside her, and it goes in easily. I'm shocked by how hot she is inside ... and how soft. It's the only soft part of her. And now I'm touching it – the indulgently soft secret she keeps hidden inside her hard-as-nails façade.

When I finally pull my hand away, out from below the round curves of Rainbow's ass, I can feel the thick slippery nectar between my fingers. Instinctively, I bring it up to my mouth and take a lick of the musky-sweet taste.

Rainbow turns and watches raptly as I lick my fingers clean. I look right back, amazed at her tight curves, now completely naked from her gravity-defying boobs all the way down to the tidy little cleft of her pussy.

I see the tension and the need – the budding plan of action – in her eyes at the last moment, but too late to prepare as she pounces on me, pushing me down onto my back. She gropes and plays with my boobs a little, but only for a moment as she scooches forward on top of me. Her body keeps moving up toward me ... oh my goodness, is she going to...?

Instantly, I decide I want her to! I reach down under her legs, grab her butt, and pull her up toward me, helping her close that little remaining distance until at last her beautiful little pussy hovers right in front of my face.

With her legs spread over me, I can see more of her inner lips, and even a little bit of the darkest pink, her perfectly smooth inner slit opening slightly for me.

I crane my neck upward and my lips touch her wet treasure.

It's a soul-moving experience, her perfectly shaved pussy on my lips. She's smooth as silk and hotter than freshly-made tea. Slowly at first, I glide my lips over her, and my tongue.

She looks down at me and brushes my hair from my forehead. “Oh Fluttershy...”

Encouraged by the sound of my name so sweetly on her lips, I begin really giving her everything I have. I slather my lips and tongue back and forth across her, indulging myself in as much contact as possible, pressing myself against her.

She arches her back and grabs one of her own boobs in her hand pressing it upward against her chest as she begins rocking her hips against my face, grinding her wet pussy into my willing mouth.

I let my tongue go free, exploring every part of her, slipping inside her to taste her nectar at the source. She moans as my tongue caresses her inner walls. The steamy heat of her body is welling up from her now, and I grab her ass cheeks, pressing myself into her, trying to feel as much of her hot love as possible.

She's already jittering in place when I begin focusing more on her clit, latching my lips onto the little projecting nub and sucking gently, letting the flat of my tongue slide up and down against the tip of it.

Almost instantly, Rainbow hunches over. She grabs fistfuls of my hair and clenches my face between her thighs as her body finally gives in to the pleasure and releases the floodgates of her climax.

I'm smothered between her legs, trapped up against the hot gush of her juices ... and I wouldn’t have it any other way. Her body jerks again and again; I can feel her pussy pulsing against my lips as she rides out a long, intense orgasm.

I'm almost desperate for breath by the time Rainbow finally relaxes and pulls herself away a little, sitting on my chest. Her whole body moves up and down as I breathe heavily, and her pussy leaks crystal-clear liquid into the deep cleavage between my boobs.

We both stare into each other's eyes in disbelief and awe for a long moment.

But then a mischievous glint comes into Rainbow's eye. She slides her hips back down my body, leaning forward as she does, until we're face to face again, our heated bodies pressed together. She kisses me, tasting herself on my lips and my tongue, but she doesn’t stay long. Her kisses move to my cheek, then they tickle my neck, then down along my collar bone.

I can hardly bear the anticipation as she kisses the top of each of my boobs, then moves a little lower. Rainbow looks into my eyes as she carefully places the next kiss, right on the tip of one big pink nipple. She kisses the other one gently before truly wrapping her mouth around it, sucking the whole nipple and areola in between her lips and suckling me.

She doesn't tease the little nub of flesh with her teeth like I fantasized about when I watched her open her sports bottle, but it still sends tingles of pleasure shooting all through my body when she swirls her tongue in circles.

When Rainbow moves over to the other nipple – leaving the first sloppy and cold, which only makes it pop out more – I hold the back of her head and press her into my breast, wanting nothing more than to feel her even closer. Her free hand enthusiastically plays with my other breast, kneading it back and forth and squeezing it tight against my chest.

As I begin to squirm more and more, Rainbow pulls away from my other nipple and starts tracing her kisses still lower.

She plants a trail of kisses down my soft but smooth belly, only relinquishing her hand on my boobs when her lips reach the waistline of my skirt. Then, with one last glance up into my eyes, she scoots backward farther, picks up the hem of my skirt, and dives underneath it. She slides my panties off after kissing the lacy fabric a few times, popping back out from under my skirt in order to get them around my legs.

“Wow, I didn't think I'd find you wearing something so racy,” she says, holding the tiny panties up with one finger before she flicks them away and lifts my skirt again. “And... Woah. Nice. You have such a perfect little innie!”

How can Rainbow still make me blush so fiercely? After all we've already done together? It's not fair. Still, I'm relieved that she isn't disgusted by me. I keep the actual lips of my pussy shaved, but I do tend to keep a little pink tuft of hair above it. I would have shaved completely if I knew this was going to happen. “You're not... I mean, um... You don't mind the hair?”

She looks up at me and smiles, half her face already hidden by the hemline of my skirt as she pauses in her plunge back toward satisfying my need. “Are you kidding? Of course not! It's adorable – don't you dare shave it!”

I blush even more, holding my hands against my cheeks and watching as Rainbow's face disappears under my skirt. All I can really see of her is her ass and lower back raised up high. I only have a moment to admire the smooth contours of her lower back, the twin little dimples just above her ass cheeks, the well-defined groove of her spine ... because as soon as her firm lips kiss against the soft, desperate flesh of my pussy, my eyes roll back and all I can do is stare at the ceiling, gasping.

For all that Rainbow may claim to not be into girls, she sure knows what she's doing down there! She puts me in throes of pleasure almost instantly, sending shivers up my back and making my legs squirm. This is far better than that time back in Junior Speedsters Camp when I 'practiced' with Sweet Pop.

Rainbow seems to know just how to play with me, giving me just enough to feel the best I possibly can without overdoing, without making me numb or over-sensitive.

Why, she's already almost... “Rainbow! I'm going to— I'm...!”

She redoubles her efforts, inserting a finger deep, deep inside me while her lips press into my vulva to gently suck my clit in and out. It's, it's...

“Aaaah!” My back arches and I grab my own boobs almost painfully tight as a liquid explosion of euphoria rushes from my clit out through my whole body, washing everything but sheer pleasure away in its wake. My whole belly heaves up and down, and I feel my pussy clenching down hard on Rainbow's finger.

She doesn't let up, forcing wave after wave of bliss through me. I've lost all control and I don't even want it back, I'm just flattened under this mind-blowing pleasure.

Finally, Rainbow releases me, taking away her finger's pressure inside me, letting my orgasm subside as she pops back up from under my skirt. She waits until I look at her again before she slowly puts her finger in her mouth and sucks it completely clean.

All I can do is look up at her and gasp for breath.

Rainbow flops down on the bed next to me, and I instinctively roll onto my side, cuddling up to her with one of my legs over hers and my hand gently cupping one of her boobs. I'm still breathing heavy, but Rainbow seems relaxed. Despite all we've been through together in our entire friendship, I don't think I've ever seen her with such a look of complete victory and satisfaction.

We lie for a long while in blissful quiet, but as the afterglow of my climax begins to fade away, I can't help but think about what we've just done, how this might change things between us ... between all our friends. “So,” I say, breaking the silence, “This means...”

“Yeah.” Rainbow shifts a little and rests a hand on my boobs as they press against her. “I guess I'm having a phase again... You think A-J's going to be mad?”

“What? Why would Applejack be mad?” ... I know the Apple family is very traditional, but I've never seen anything to indicate that Applejack would be hateful in any way.

“Well, I might have told her that same thing about only being into dudes. But she took my word for it.”

Wait, so Applejack had gone after Rainbow and been rejected? How have I never even seen the slightest hint that she was interested? Is she that good at hiding it?

But Rainbow is right. If Applejack had been told that she can't have Rainbow because Rainbow only wants men, it really could cause problems if she finds out that it isn't true – she's a stickler for the truth. “Should we go talk to her?”

Rainbow sighs. “Yeah, I guess we'd better.”

I stop her from getting up, pulling her back down to the bed with me. “Not yet though – cuddle first.”

She smiles and holds me tight. “Of course.”

Author's Note

This story is brought to you thanks in part to my SubscribeStar supporters! Their support is essential in keeping me going, and it helps justify writing stuff like this instead of more 'commercial' fiction.

If you'd like to help keep me writing, and even decide which stories I write next, please check out my SubscribeStar page.

An Awkward Conversation

I keep my eyes open for Applejack and my ears open for the sound of apples falling from trees as Rainbow Dash and I head for the Apple family farmhouse. At this time of day, Applejack probably won't be inside, so our best bet is to find her out in the fields somewhere.

While Rainbow is still wearing the blue top and skirt she came to my house in, I've chosen to dress much more modestly, more in my usual fashion, despite how warm the weather is. This time, I'm wearing my comfortable and familiar calf-length green skirt, and while I still have the same white tank top, this time I have a supportive and well-covering bra on underneath. The shape of the bra shows vaguely through, but that's better than the shapes of my nipples showing. I don't need to show off for Rainbow now, and it's just so much more comforting to not worry about what every little gust of breeze might do to my skirt.

At least it isn't quite as hot as it could be. It's already late in the afternoon, and evening will be coming along soon. Rainbow and I just couldn't bear to pull away from each other for such a long time. I even fell asleep with my head on her shoulder for a little while.

Just as the farmhouse becomes visible, so does Applejack. But she's not in front of us, not at the house. She's coming up behind us. I don't notice her at all at first – it's Rainbow Dash who spots her first.

Even so, Applejack gets the first word in: “Well howdy! Dash, Fluttershy ... what are y'all doin' 'round these parts? Is everything okay?”

As we turn to face her, Rainbow holds an arm over my shoulders in what could have been seen as merely a friendly gesture, but it means so much more now. It's making me blush. Or maybe it's the sight of Applejack that's making me blush. She must have been feeling the heat of the day more than anyone else, since her plaid shirt has all but one of the buttons undone and the tight jean shorts she's wearing are even smaller than Rainbow's running shorts. Applejack is just so much more muscular-looking than Rainbow. Her chiseled abs flow perfectly down into the waistband of her shorts, her arms and legs are lined with the long strokes of lean muscles, and her ass ... I can see it even from the front – hints of her cheeks visible between her thighs and around the outer hems of her shorts.

Eventually, Rainbow gives up on me giving any response. That's fairly typical, after all. “I guess we just need to chat with you a bit...”

“Alrighty! The family ought to be gettin' together for dinner right about now, so—”

“Actually, It might be better if we talked in private.”

“Oh...” For the first time since since approaching us, Applejack seems to begin taking it seriously, rather than just casually passing a friend on the path. There's a sudden rise of tension in the air that everyone can feel. Applejack's eyes narrow at us. “A serious talk, huh?”

Before Rainbow can respond, I nod slightly.

“Well, I'll feel more up to it after a quick shower. Can y'all wait for a minute or two?”

I nod again; Rainbow shrugs.

“Well come on, then. We'll set the two of you up in the sittin' room for a bit.”

With that as her final word Applejack resumes her brisk pace toward the farmhouse. We both have to hurry to keep up with her, though I'm sure it's more of a strain on me than on Rainbow. Even with the sturdy bra, I feel like my boobs are trying to bounce off of my chest as I hurry after them.

Of course, I have motivation to follow close. While Rainbow's body is mostly hidden from me, Applejack's is on nearly full display ... especially her most prominent asset: the huge round cheeks of her ass, less than half covered by the tattered jean shorts she's wearing.

I've always known that Applejack is well-endowed in that respect, at least on an intellectual level. And if pressed, I'd probably admit that I've snuck more than a few glances at the country girl's backside when nobody was looking. Who wouldn't? Even though I'm absolutely in love with Rainbow Dash's tight little buns, I can't deny the massive appeal of Applejack's unparalleled ass.

But it's not just her fantastic ass. There's something about the way she walks, her confident stride and the air of absolute competency she carries around with her. Oh no... So soon after winning Rainbow's affections, can I really be developing feelings for Applejack? What's wrong with me? What is it about these firm, athletic girls that just soak my panties so quickly?

By the time we reach the farmhouse, my panties are indeed soaked. Not only was there Applejack's incredible ass to gawk at, Rainbow hadn't taken care about what the breeze might do with her skirt, and I ended up seeing those black boyshort panties of hers more than once. It's enough to drive a girl mad... Especially now that I've had a taste of what's under Rainbow's skirt, I can't help but fantasize about it.

Applejack leads us to her sitting room in a businesslike way, stopping only long enough for Granny Smith to force cups of sweet tea into our hands as we pass through the kitchen.

“Y'all just sit a spell,” Applejack says, already on her way up the stairs. “I'll be back in two shakes. Don't wanna subject y'all to my grimy hide if I don't hafta.”

I watch Applejack ascend the stairs, my eyes going wide at the view. Goodness, those cheeks of hers just go on and on!

But then she's gone, leaving just me and Rainbow alone.

“Are you sure about this?” I ask. “We could always just keep it a secret and pretend like it never happened.”

Rainbow rolls her eyes. “Come on, Fluttershy. You really want to go around sneaking behind one of your best friends' back?”

“Um... No, I guess.”

“And besides, I don't want to have to keep it a secret that I got a piece of this!” She reaches out quickly and grabs one of my breasts through my shirt and bra.

“Rainbow!”

“What?” Rainbow chuckles to herself as she pulls her hand away just as quickly. “Are you afraid Granny Smith is gonna see? I bet she saw a lot more than that back in the day!”

“You bet I did, youngin!” an aged voice rang out from the kitchen. “And my hearin' ain't all that bad just yet, either.”

Both of us go quiet at that. It's even enough to make Rainbow Dash blush.

In the silence, I take a sip of my sweet tea ... and nearly choke. How is it even possible to make tea this sweet? A cup full of pure sugar wouldn't be half as sweet as this!

Rainbow smirks at me. “Strong stuff, huh?”

I nod slightly. In the quiet, I can hear the sound of the shower running upstairs. And that puts certain very inappropriate images into my head ... but I can't stop thinking about them. Just what would Applejack's strong body look like, softened by steam and with water cascading down over her tightly defined curves? Would she be shaved down there? I couldn't imagine why she would be. But I could imagine a little patch of blond hair between her legs matted down in the hot water and just begging to have teasing fingers brushed through it on their way to—

“You're imagining her in the shower, aren't you?” Rainbow grins at me knowingly.

“What? N-no!”

“Oh, come on now, Fluttershy. What would Applejack say about you lying in her own house like that?”

I gulp, feeling my face go hotter than ever. “I... I don't mean to! I like you, I really do, and I don't want anyone other than—”

She laughs and takes a much more cautious sip of the sweet tea. “I know. But come on, did you see those shorts she was wearing? Of course you're imagining her all naked and wet.” She licks her lips slightly, barely enough to notice. “I wouldn't mind seeing it myself, to be honest.”

“But... I thought Applejack tried to be with you once, and you turned her down. I thought you didn’t like her. Or, um... You didn't like her that way.”

“I didn't.” She shrugs and takes another sip of tea. “Or at least I thought I didn't. But, you know... People change. And I guess I'm going through a 'phase' again.”

A twinkle passes through Rainbow's eyes, but instead of being answered by my own, something darker undeniably wells up within me. Jealousy. The thought of Rainbow being with Applejack instead. It would destroy me, destroy the friendship between all three of us. I couldn't bear to see Rainbow with her, not now. I couldn’t bear to lose what I've finally just found. But I'm going to lose it, I just know it! I've seen hints already of what Applejack has to offer, and I know that Applejack would be into it. Subconsciously, I touch the slight pudge of my own belly. How could Rainbow possibly want me when she can have sexy, toned Applejack instead?

“Hey, what's wrong?”

I've been letting it show on my face! Immediately, I plaster on a big fake smile. “Nothing!”

“Come on. Two lies already? We've only been here like five minutes!”

I wince, feeling my face heat again. “You like her, don't you?”

“Well, yeah. I pretty much just said so.”

“You, um... Do you like her more than me? It's ... it's okay if you do. I understand.”

“What?” Rainbow puts her tea down on the low table in front of the couch so fast that a little bit of it spills out, then rushes over to my side and wraps her arms around me. “Hey, hey. No, don't do that. No crying.” She shakes me a little. “Come on. Do you really think the Element of Loyalty is going to do something like that?”

I sniffle a little and look into her bright pink eyes.

“Fluttershy, I promise you, that no matter what happens here tonight, I'm still going to be with you. No matter what. Nobody's taking you away from me.”

“What happens here tonight?” I blink at her. “What are you saying?”

“Yeah, Rainbow, what are you sayin'?”

Both of us shoot away from each other and turn to face the stairs.

Applejack is coming down, now more modestly wearing a jean skirt that comes down to her mid-thigh and a flannel shirt that's buttoned almost all the way up. She's also wearing a suspicious expression on her face, raising one eyebrow in the way she does so expressively.

“N-nothing!” Rainbow Dash blurts out.

I refrain from pointing out what she'd said just a minute ago about lying in Applejack's house.

“Right.” Applejack comes over and sits on the chair opposite from the couch, crossing her legs in front of herself. “Is that what y'all came over to talk about, nothin'?”

A long silence passes, and neither Rainbow nor I can seem to find the right words to fill it.

“Well? Did y'all just come here to sip tea?”

Rather than respond to that, I quickly grab my glass and take a deep drink, hiding my face behind it.

“Well, you see...” Rainbow bit her lips for a moment. “Me and Fluttershy, uh...”

“Maybe we should talk about this somewhere more private,” I suggest, without taking the glass away from my face. It would at least be easier to talk about it if I know Granny Smith isn't listening in.

“Nah. I reckon y'all can just come out and say it. If it's good enough for one Apple, it's good enough for all of 'em.” She fixes a determined stare that somehow manages to penetrate both of us.

“Fine!” Rainbow blurts out. “Me and Fluttershy totally banged, okay?”

Applejack's eyes go wide. Her mouth drops open. Whatever she was expecting, that isn't it. “But, but...” She turns her shell-shocked stare toward me. “Really?”

All I can manage is a barely-perceptible nod, but it's enough.

“Why, of all the...” She reddens slightly. “You told me you didn’t like girls! You said it was just a phase!”

Then it's Rainbow's turn to redden, for an entirely different reason. “I, um...”

I reach my hand out to hold hers, in reassurance.

“You know how I feel about bein' honest! You should have just told me if I wasn't your type! I know I ain't the most feminine girl in the world, and I sure as sugar don't have curves like Fluttershy.”

“That's not it!” Rainbow hastily insists.

“Oh come on. You don't have to sugar-coat it for me, Dashie. I know I ain't the prettiest girl in town, not by a long shot.”

“No! You're...” Rainbow covers her mouth with both hands before the rest of what she was about to say could come out.

“I'm what, Rainbow?”

Rainbow gulps and takes a deep breath, steeling herself. “You're actually, like, really hot.”

That's enough to give Applejack pause. She just sits there for a moment, staring at Rainbow, a blank look on her face.

“It's, um ... true,” I manage to add. Not that either of them seem to take much notice.

“So, wait...” Applejack shakes her head a little bit. “You're tellin' me that you do like me now? Like, like like me? What the hay? And you're only tellin' me now, now that you're already with Fluttershy?”

Rainbow shrugs again. She seems about to say something, but then just lets the shrug say it all, her eyes looking anywhere other than right back into Applejack's.

Throwing her hands up, Applejack shoots up to her feet and starts pacing around the small room. “Gosh... Gosh darnit.” She gives Rainbow a withering glance. “I wish you woulda told me before you two got together. Now I missed my chance.” She shakes her head again. “What the hay.”

Rainbow and I exchange looks between one another, passing what can't be said in words. And hopefully, I'm understanding her right, because I'm about to take a huge leap of faith, and I know that I have to be the one who says it... “Um, well, maybe there might still be a chance? If, um, you want there to be one. You know, for ... us.”

Applejack freezes in place, stopping mid-stride as she turns and stares at us. “Huh?” It takes a few moments for the concept to work its way through her head. Then she snaps toward Rainbow. “Is that so?”

After blushing for a moment, Rainbow nods and grows more confident. “Yeah. Whaddya say, Applejack? You think you can handle it?”

“I think,” Applejack said, slowly and deliberately, “that y'all might have been onto somethin' when you said we ought to talk somewhere more private-like.”

A thrill runs through my whole body. When I look over at Rainbow, I see a grin growing wider and wider on her face.

“Why don't y'all come upstairs and we can, uh ... talk this over a bit more.”

As Rainbow and I rise up and come over to her, Applejack hollers toward the kitchen, “I'm gonna be late for dinner, Granny. And have Big Mac save some of that cobbler for my friends, ya hear?”

“Eeyup,” Big Macintosh's voice comes from the other room.

Granny Smith's voice follows his, “Way ahead of ya, youngin! Dinner'll be warmin' on the stove in case anybody needs to come downstairs and replenish a bit of energy. Fixed up some cold apple juice, too, in case y'all get a bit hot up there.” She follows it with a knowing cackle of laughter that makes my cheeks flush, though Applejack and Rainbow both just scowl toward the kitchen door.

“Huh, what's goin' on? Why don't they just talk about it over dinner?”

The three of us are on our way upstairs before I can hear whatever response the rest of the family comes up with to mollify Apple Bloom. And I remind myself to make sure that Applejack's door is locked. No matter what they say, Apple Bloom is probably going to be curious, and nobody's going to want her peeking in at the wrong time.

And, of course, I can't help but look as all three of us climb the stairs. Both Applejack and Rainbow Dash are wearing relatively short skirts now, and although Applejack's hugs her legs much too tightly for me to get more than a tiny glimpse of white panties, I can easily see right up Rainbow's skirt. The way her tight little cheeks move under those tight black boyshorts is enough to make my own panties drenched by the time we reached the top of the stairs.

Once we're safely inside Applejack's room and I've locked the door behind us, things seem to come to an abrupt halt, though. All three of us stand there, looking back and forth between each other, wondering who's going to make the first move.

Even though it takes her a long time, it's Rainbow Dash, of course. She takes a bold step toward Applejack, which would make the other two of us freeze in place if we weren't frozen already.

Just before Rainbow is able to touch her, though, Applejack takes a step back. “Hold on. Y'all, um... Y'all need to turn around for a minute, first.”

“What?” Rainbow keeps her hands right where they were, just a twitch away from touching Applejack's boobs. “So you can, like, get undressed or something? Are you gonna make us wear blindfolds the whole time, too?”

“Just turn around, alright?”

“What the hay, Applejack. I thought Fluttershy was supposed to be the shy one.”

I gently hold Rainbow's shoulders and draw her back away from Applejack. “Come on, let's do it. We should respect her wishes.”

“Aww!” Rainbow finally turns around, and I do the same, but she's not finished yet. “But I really wanted to have fun unbuttoning that shirt...”

“Trust me, Rainbow, I've got somethin' better.” As the sounds of drawers opening and rustling clothing came from behind us, Rainbow tries to turn her head and look, but Applejack must have spotted her. “Hey! Make sure she don't peek, Fluttershy!”

Now that's a tall order! Quickly, I distract Rainbow the only way I know how – by kissing her.

It ends up being quite effective, actually. So effective that both of us are quite thoroughly distracted long enough for Applejack to finish. More than long enough.

“Um... Are y'all almost done?” she asks.

Our lips part for just a moment. Without looking away from Rainbow's eyes, I ask, “Are you ready, Applejack?”

I can hear her taking a deep breath. “Ready as I'll ever be, I guess.”

Both Rainbow and I turn at the same time. Both of our jaws drop.

Applejack stands in front of us wearing only a rainbow-colored bikini, and a small one at that. It's just three little triangles of rainbow fabric held on with light blue straps ... though each triangle has Rainbow Dash's mark right in the center of it, stitched on in exquisite detail.

“Woah...” is all Rainbow can say.

“Yeah, heh...” Applejack blushes slightly and rubs the back of her neck. “I got this quite a while ago ... never really thought I'd get a chance to wear it. Not after, you know.”

“Woah!” Rainbow says again, her eyes sparkling.

I have something a bit more articulate to say though ... a sudden, pressing question: “Um, Applejack... If you don't mind me asking ... where did you get that?”

Applejack preens a little under the attention, striking a bit of a pose that turns her sideways and begins to show off the incredible curves of her ass. “What? You want one for yourself?”

Blushing, I eke out a small nod.

She just laughs. “You could probably guess if you think about it for a minute. It's Rarity's work, of course. Swore her to secrecy with a Pinkie Promise, too, just to make sure she didn't go around gossipin' about it.” She smiles at Rainbow and gives her own ass a little smack – the clap rings out through the room and she doesn't jiggle at all. “So, Rainbow... you like?”

Rainbow crosses the intervening distance in a flash, planting her lips – still fresh from the kiss with me – directly against Applejack's.

I move in much more slowly, step after tremulous step across the small room, not sure if it's okay that I intrude or not. Once I get close enough to touch them – either of them, I stop. For now, it's enough to simply watch the two most beautiful girls in all of Equestria fervently making out right in front of me.

And they don't stop with just kisses, either. One of Rainbow's hands inevitably finds its way down to rub the big round cheeks of Applejack's ass; Applejack works at the zipper in the back of Rainbow's skirt until the whole thing falls down to the floor. Then Applejack is right on toward Rainbow's breasts, pulling her top up and the bra right along with it.

When Applejack pulls Rainbow's top over her head, though, that breaks their contact with each other just enough for them to notice the other girl standing right next to them. Me.

“Um...” I cross my legs at the ankles, holding my thighs tightly together and my arms tightly around my own body. “I could just go and leave you two alone, if you really want me to.”

Rainbow – now quite topless – scoffs. “What are you talking about, Fluttershy? Come on!” She grabs me, forcibly shoving me toward Applejack. Shoving me too hard. We both end up going down, falling onto the bed in each other's arms.

Luckily, I land on the bottom, softening Applejack's landing with my plush body. I don't want Applejack to get hurt!

Not that it seems to be a problem. Applejack doesn't seem perturbed at all. She grins down at me, and I become keenly aware of the way her thighs are straddling my body, of her gorgeous rock-hard muscles moving as she breathes, and her lovely breasts – a bit smaller than Rainbow's and yet barely contained by the little triangles of her Rarity-made bikini top.

Applejack leans in closer. “You know... I usually like a girl who can keep up with me in everything ... but I'm really startin' to get a notion of what Dashie sees in you.”

“Oh please,” Rainbow says, coming around to the other side of the mattress and leaning over my head. “You haven't seen anything yet!” With that, she reaches down and grabs the bottom hem of my shirt. Before I can say or do anything, she yanks it all the way up to my shoulders, exposing my big white bra for Applejack to stare down at.

And stare she does! I can see my own cleavage reflected in her eyes as she drinks in the sight of it. “Can I?” she asks, with consummate politeness. As alluring as she is, Rainbow could learn a thing or two from Applejack's manners.

I nod, barely daring to look up at her.

But instead of reaching out to touch my breasts through and around the bra like I expect her to, she leans in close and reaches behind me, unclasping it. My breath catches in my throat as she pulls the wide straps up over my shoulders, taking my shirt along with it, blocking my view for a moment.

When I can see again, I find both Rainbow and Applejack staring down at me in awe. “Pretty great, huh?” Rainbow says. Applejack doesn't say anything – she just reaches down, almost reverently, and touches me.

Even that slight touch is enough to make me squirm underneath her. As she presses my boobs up and together with her warm, strong hands, I look up pleadingly into her face ... and she must have seen in my eyes exactly what I want, because she leans down and kisses me.

Applejack's kisses aren't like Rainbow's at all. No frantic fervency or desperate lust. She takes it slowly with me, teasing my lips with hers and only gradually offering me her tongue. Despite the gentleness of her touch, though, I can feel her strength and power even here. Even though she moves slowly and carefully, her lips and tongue don't yield to mine in the slightest.

“Hey, mind if I cut in for a little while?”

Applejack breaks the kiss and we both look up at Rainbow Dash. She's managed to get her panties off in the meantime and now stands in front of us proudly, the only one fully nude yet. And she's quite blatantly touching herself.

Leaning back upright, Applejack gestures toward my face. “Why don't you have a little sit-down, and you and I can get another turn.”

My whole body quivers as I see Rainbow coming closer, her legs opening over my head, her thighs on either side of me ... and right above, her glistening-wet pussy slightly open and poised to drip right into my mouth. All in one moment, Rainbow plants herself against my face and rejoins her kiss with Applejack. And when she moans, I have no idea which of those is the cause of the moan. Maybe both...

Applejack isn't quiet either. As Rainbow grinds herself against my eagerly working tongue, Applejack rubs her own bikini-clad mound against my thigh through my skirt. I can already feel the warmth there, and I know she's going to leave a suspicious-looking spot on my skirt. I don't care. My mouth is swimming with Rainbow Dash's tangy juices, and my hands are free to roam.

With one hand I reach up and hold Rainbow's tight little ass. With the other, I work my way up Applejack's thigh to get a handful of hers. Applejack's is much bigger – both thicker and wider, with an incredibly round bubble curve to it ... and, if anything, it's even firmer than Rainbow's. I just can't get enough of rubbing my hand over it. And Rainbow's as well, reveling in the naughty feeling of touching both fantastic asses at once, not to mention teasing Rainbow's pussy lips with my tongue!

But I don't stay that way for long. I can feel the warmth and urgent need of Applejack against my thigh, and there's nothing I like more than helping a friend...

I slide my hand around Applejack's thigh from her ass to the silky-feeling triangle of fabric covering her mound. It doesn't take long for Applejack to catch on, and she lifts herself up just a little, just enough for me to get my fingers underneath her.

As hard as the rest of Applejack's body is, her pussy lips are the only soft spot I've found so far. I can clearly feel both of them and the hot, wet cleft between them through the thin fabric, and I eagerly rub her through it, even as she grinds herself against me. And all the while, both Applejack and Rainbow Dash are being free with my breasts, touching as much as they please – there's plenty for both of them.

It's a little slice of heaven ... but like all good things, it doesn't last nearly long enough. The first little change is feeling Rainbow's hand next to mine, helping me touch all of Applejack's mound at the same time. Rainbow starts working on it much more energetically than I've been, to the point where I can't keep up with her, gradually letting her take over. The other two's kiss must have taken a slight pause, too, since Applejack has time to say, “Hey, Fluttershy, can I have a taste of that?”

Those words are all it takes to kick Rainbow into action. She grabs Applejack and throws her down onto the other side of the bed, the two of them locked in a sudden wrestling match that tears them away from me.

As the bed rocks, squeaks, and jiggles, I pick myself up and take a deep breath. Applejack has already gotten Rainbow pinned, her greater weight giving her the advantage. And she's using that advantage to dive between Rainbow's outspread legs, lapping at the same font of erotic pleasure I was just a moment ago. The brief battle wasn't without some casualties on Applejack's side, though – her bikini top is nowhere to be seen, no doubt flung off into some corner of the room, and that leaves her breasts swinging out for all to see.

And they do swing, despite their smallish size. Perhaps not the most attractive, and certainly not Applejack's best feature, but they still draw me in with a titillating allure. Carefully interspersing myself between Applejack's body and Rainbow's legs, I squeeze in and take both of those lovely little breasts into my hands. Yes! They're so soft and giving to the touch ... even softer than my own. Except for her nipples, though, which might very well have be the hardest, stiffest part of her. I just have to get a taste...

Applejack moans in approval as my lips find her nipples and begin gently suckling them ... and that moan is answered by another from Rainbow. Evidently, the feeling of Applejack moaning into her pussy is quite agreeable to her.

Well, why not give her more of it, then? And I know just the way to do it. After giving each of Applejack's nipples a lingering goodbye kiss, I extract myself out from between the two again and move around behind Applejack.

It's a magnificent view. Applejack has her knees tightly together, her thighs straight up as the rest of her body leans down. Which means I get an absolutely perfect view of her incomparable ass, stuck right up in the air in front of me, her pussy obvious as a wet, rainbow-striped bulge proudly in the middle just above a slight gap between her powerful thighs. It's a sight to inspire poems and songs – whole volumes could be written in praise of each gloriously round cheek. But in me, it inspires something a bit more direct, a bit more physical, and a lot more fun.

My hands trembling, not even sure if I dare, I reach out and take hold of the straps that hold Applejack's bikini in place. Slowly, not sure if I'm teasing her or teasing myself, I pull them down over the firm, full curves of her ass, being sure to brush my fingers across her perfect, tight-stretched skin every bit of the way.

And gradually, Applejack's full glory reveals itself to me. First the dainty little pink star of her asshole, and then, not far below, the very beginning of her gorgeous pussy lips where they smoothly flare out and meld together with the bodacious curves of her ass. A little more, and I can see her luscious inner lips, opening for me like a lovely pink flower, dripping with dew.

I blink for a moment, but it's true. Not a single hair to be found! “Applejack,” I can't help saying, “I didn't know you shaved.”

Applejack takes a break from her play with Rainbow for just a moment. “Yeah, guess you'd figure I don't get much use out of it, right? Well, I don't. Truth is, with those tight jean shorts and long days in the field, the bush tends to chafe somethin' awful if I don't prune it. Pretty embarrassing, ain't it?”

Not embarrassing at all, I think. Definitely pretty, though.

Rainbow groans. “Applejack, you know there's such a thing as too much honesty, right?”

As Applejack shuts her up by going back to work between her legs, I reach out a hand and delicately run one finger down the middle of Applejack's parted petals. “It's not embarrassing,” I say. “You're beautiful.”

That seems to please her ... or at least it makes her wiggle her rump in front of me a little bit, oh so enticingly.

And how can I resist that? I go right back to her as if drawn in by magnets. The firm, tight curves of her ass fill my hands, and I follow those curves inward until my fingertips caress the soft swell of her pussy lips on either side.

The slight touch draws another breathy moan from Applejack, and that in turn makes Rainbow jitter and buck her hips up toward Applejack's writhing tongue.

I grin – unabashedly, since nobody can see me right now. Having that kind of influence over both of these gorgeous girls is an intoxicating experience. Biting my lip a little bit, I squeeze Applejack's cheeks and spread her pussy open with my thumbs. A little pink gap opens between her pussy lips, already dripping delicious-looking nectar down over her clit.

I can only stay back and appreciate the divine view for a moment before I just have to dive in. Plunging my face into the deep cleft between Applejack's ass cheeks, I plant my tongue right up against her hot, wet pussy and taste her for the very first time. It rolls over my tongue like hot honey, and the eager little twitch that runs through Applejack's body makes me want to give her everything I have. I plant my mouth against her, enveloping her entire sweet softness as my tongue works in and around her, and I desperately drink down every drop she gives me.

Even as deeply engrossed in Applejack as I am, though, I can still catch the now-familiar sound of Rainbow's orgasm – the raspy cry and the bedsprings creaking in a staccato flutter as she jitters against the bed, her legs wrapping around Applejack's shoulders.

Both of the other girls break away for a moment then, despite my efforts to keep myself buried between Applejack's incredible ass cheeks.

“Easy, there partner,” she says as I crawl over the bed after her. “Why don't you give me a turn? Dashie sure seemed to like it.”

That stops me in place for a moment, and I look down at myself. My huge breasts are out, my nipples jutting out proudly, but I'm the only one still wearing any clothing, my skirt still covering me from the waist down. I hold my hands over it, suddenly feeling a bit reluctant. What if she doesn't like how thick and ... jiggly I am? I'm so different from Rainbow Dash, so different from the girl she wanted. All I can do is stare at her – at the beautifully well-defined curves of her muscles – as she slowly comes toward me.

It isn't Applejack who gets me first, though. Rainbow Dash must have already recovered from what Applejack did with her, because she's able to reach up from behind me, quickly unzip the back of my dress, and pull it down right along with my panties.

It's completely worth it, though, when I see the way Applejack's eyes light up. Her gaze darts up and down my body over and over again, obviously drinking in the sight of me.

Rainbow's hands take hold of my shoulders and pull me down onto the bed, laying me down on my back. “Just relax and find out what Applejack can do,” she says. “I don't know where she learned to do it like that, but I wanna thank whoever taught her!”

Applejack chuckles a little as she comes closer to me. “Oh, you might know her...”

“Who? Who?”

Now Applejack laughs outright. “You sound like Twilight's owl. But I promised not to tell. The better question is what you're gonna do while I get me a taste of this here Flutterbutter.”

A shiver runs through me. Nobody has called me that since I was barely able to walk...

Rainbow's eyes drift toward Applejack's backside. “Oh, I think I'm gonna get myself a piece of the best ass in Ponyville!”

Applejack flushes, her face already between my legs, just inches away from me. “You... You really think so?”

“Don't get all sentimental,” Rainbow says, taking hold of Applejack's ponytail and shoving her head down between my legs. “It's just a fact.” She presses Applejack down against me just long enough for Applejack to start licking, then rushes around behind Applejack's upturned rump, just like I was a few moments ago.

I don't have much time to be jealous of the view Rainbow's getting, though. She was right: Applejack really knows what she's doing! Before now, I would have thought that my time with Rainbow in this position was the absolute best pleasure I can ever feel. Oh how naïve that feels now! There's just something about the absolute strength held under perfect control that turns my pussy – and my whole body – into putty beneath her. She's barely started, and already, the electric feeling is running from my pussy lips all the way up my body, lighting up a line that goes all the way up my back and makes my eyes pop open wide. “Oh!” I cry out, almost involuntarily. “Oh my! Applejack!”

“Pretty great, isn't she?” Rainbow says before diving back down between Applejack's cheeks, making her moan into my pussy.

And that moan only intensifies the feeling into a tingling swell that makes me feel like my whole belly is inflating with the feeling of her love, growing tighter and tighter, just yearning to pop.

And it does! I scream up at the ceiling, no thought spared for what the rest of the Apple family might overhear as the burning passion shoots through me. It might very well be the loudest sound I've ever made. But I can't help it – my body clenches down around Applejack's inserted tongue and shudders out of my control, leaving me a trembling mess on the bed. And still, Applejack doesn't let up – she keeps on licking and stroking me with her strong and sure tongue, drawing my orgasm out longer and longer until I finally collapse still against the bed, every ounce of my energy spent.

For a long while, all I can do is stare up at the ceiling and try to breathe. I can hear Applejack and Rainbow moving around and feel the bed jostle underneath them. And then there's the sound of them moaning and gasping in deep, desperate breaths – both of them moaning as the bed begins rhythmically rocking from side to side.

When I finally muster the energy to sit up, I find the two of them locked together, their lean, muscular legs intertwined and their pussies eagerly rubbing against one another's. They're both moving so energetically, holding each other close and staring into each other's eyes as their bodies share pleasure with one another.

Entranced, I move closer, stepping across the bed on my knees. It's quite possibly the sexiest thing I've ever seen, their two hard-as-steel bodies writhing against one another, sweat just beginning to break out on each of them. Before I know it, I'm kneeling there next to their sides, so close that their shoulders sometimes bump into my breasts and make them jiggle.

Those light touches of my breasts against them seem to bring them out of the near trance they'd been in. They look at me, glance at each other, then look back at me again, both of them grinning deviously.

Before I can move, before I can even say anything, both of them seize my breasts, each taking one for herself. They squeeze and caress, each one taking a nipple between her lips and looking up at me as they suckle. The sight of them both down there, looking right up into my eyes as they enjoy the bounty of my breasts is almost as thrilling as the twin tingling sensation of their tongues against my nipples. All I can do is moan softly as they enjoy my body, even as their own bodies keep moving against one another, still rubbing their pussies together.

And to make things even better, someone – I'm not even sure who – reaches around behind my thighs and begins touching me down below, rubbing my nectar-soaked pussy lips gently and firmly, as if the feeling of their mouths on my nipples wasn't overwhelming enough.

I want it to last forever; I hope this incredible feeling of closeness lasts forever... But of course it can't.

Rainbow ends up being the weak link – she lets my nipple pop out of her mouth and falls back down against the bed, her body trembling as she cries out. Her pussy squirts a little, right up against Applejack's, adding a splatter of hot new juices to the mix already there.

Once Rainbow falls, Applejack releases my breast, as well as taking her hand away from my pussy. Apparently she had been the one playing with me down there ... maybe that was what distracted her enough for Rainbow to get off first. She smiles down at Rainbow. “Not bad for a farm girl, huh? Y'all ready to go downstairs and fill up on some down-home cookin'? I don't know about y'all, but I've worked up one humdinger of an appetite!”

“Not so fast, Appletits,” Rainbow says. “I think there's something else we'd rather eat first, isn't that right, Fluttershy?” She looks over at me, nodding her head toward Applejack's body.

Biting my lip slightly, I nod.

“Hey, what the—” Applejack cries out as Rainbow grabs her and pulls her down onto the bed.

She doesn't have time to finish, though, because as Rainbow holds her down, I dart down between Applejack's legs and plant my lips down against her prominently jutting clit once again. Whatever else she had to say is lost in a desperate gasp.

I'm not alone down between Applejack's firm legs for long, though. Just a moment later, Rainbow joins me, shouldering her way in and spreading Applejack's legs open wider so we can both fit. It's a tight squeeze, but I surely don't mind being in such close quarters with Rainbow's tight little body.

She doesn't seem to mind me, either. Even as the two of us vie for room to lick Applejack's pussy, I feel Rainbow's hand slipping in between my thighs. After a bit of contorting to get into place, I return the favor, each of us touching the other as we both give Applejack everything our tongues and lips can provide.

It ends up being a lewd kind of kiss ... so much steamier and wetter than the first kisses we shared just today. Our tongues meet each other nearly as often as they find the petals of Applejack's flower, and our lips are planted together as a necessity of being so close. It's wonderful, a surprisingly intimate way to share our love with Applejack, even as we express it together ... and even as our fingers eagerly caress each other.

Both of us have little thought to spare for what we're doing with our hands, though, when Applejack reaches down with both hands and grabs each of us by the hair, holding us closer against her pulsing pussy. “D-don't stop – I'm so close!”

Her rapid, desperate breaths sure seem to confirm that, and as both of us look over the contoured curves of her incredible body, she arches her back against the bed, moaning louder and louder. The hard lines of her abs stand out starkly against her flat belly as her body tenses harder than ever.

When she cums, it floods both of our mouths with her tangy, tongue-tingling lady nectar, and both of us eagerly lap it up, competing for more even as we drive Applejack's orgasm on longer and deeper. Rainbow gets more than me, of course – she never loses any kind of competition. But I still get plenty – when Applejack finally collapses, trembling on her own bed, I have to discreetly wipe my lips with the back of my hand to clean up the mess on my face.

Rainbow isn't nearly as dainty about it, though. Before I can wipe my hand off against the bedsheets or something, she grabs it, then licks Applejack's juices off the back of my hand, looking lewdly up into my eyes the whole time.

Rainbow's hand had been getting me worked up again, but after our fun earlier today, I have to admit I'm just too exhausted for anything more. I flop down onto the bed, lying next to Applejack and cuddling up to her. My fingers idly trace the chiseled contours of her abs over her belly, making her spasm a little in an over-sensitized aftershock of her orgasm.

Even Rainbow seems to be a bit tired. Or at least she feels like cuddling as much as I do – she throws herself down on the bed on Applejack's other side, cuddling up to her from that side and looking over the nipple-crowned swells of Applejack's breasts to gaze lovingly into my eyes.

As Applejack slowly recovers from her orgasm, she begins stroking us both – running her fingers through hair and caressing her hands over our two very different bodies. I pull in a little closer, mashing my breasts up against Applejack's side, and Rainbow comes in as well, wrapping her thighs around the lithe bulk of Applejack's leg.

“So, that was...” Applejack takes a deep breath. “Sweet apple tarts on a stick – I don't even know. You two ... y'all are just ... wow.”

I hesitate for just a moment, but I know I have to say it – I just have to ask! “So, um... Do you think we might do this again sometime?”

Applejack laughs a little. “Honey, if y'all don't come back at least once a week, I don't know what I'll do. Twiddle my self until I'm red and sore, probably.” She squeezes both of us tightly against her. “I've got no idea how I'm gonna explain it to Rarity, though.”

Both of us stare up at her face, wide eyed. “Rarity?” Rainbow asks.

“Yeah... Ya'll wouldn't mind comin' along when I go tell her, would ya?”

“Oh my,” I gasp.

“Yeah.” Rainbow laughs a little. “This is gonna get out of hand really fast, isn't it?”

Author's Note

This chapter is a commission for Starless. If you'd like to get a commission of your own done, go to my Patreon page and sign up! I also do commissions for one-time payments -- get the details of that on my Commissions Page.