Flutter

The cool midnight breeze eased through the thick trees of Sweet Apple Acres, carrying the sweet scent of fresh  succulent apples with it. As it rolled into the open window of a cozy farmhouse, two mares from within indulged in the satisfying sensation.

"Ah, nice night," Applejack said with closed eyes as she took a big whiff of fresh air.

Fluttershy nodded and smiled as she trotted up next to her friend. "It is. Too bad we should be getting to sleep soon."

Applejack glanced over her shoulder and looked up and down Fluttershy's body. "Well now, who said anything about going to sleep? Why do you think I kept you here and made everypony else go on home?"

"Because you wanted to spend time with me alone?" Fluttershy answered with a crooked smile.

Applejack placed her hooves on Fluttershy's shoulders and grinned. "Well then Sugarcube, looks like it's just the two of us. What to do, what to do..."

The timid mare blushed and pressed herself against the wall, her eyes and ears lowered as Applejack pulled the bands from her mane and let it fall freely.

"Aw come on now. No need to be shy. You ain't gotta worry about me," Applejack said with a comforting brush of her muzzle across Fluttershy's cheek.

"Oh, well, okay. I... I guess I'm just a little... embarrassed about everything," Fluttershy explained.

"Well you know I'm not one to judge," Applejack frowned and glanced to one side. "And there ain't a thing wrong with what you've been up to. Heck, if I was in your place, who knows what I woulda done to get... ya know, for an... to feel good." Applejack blushed as she choked up.

Fluttershy giggled and looked up into her friend's eyes. "Maybe I'm not the one who needs to be less shy after all."

"Heh, maybe you're right." Applejack let out a deep breath and slumped to the floor.

The pegasus leaned over her chair and placed a hoof to her friend's cheek. "Are you okay? Did I do something?"

Applejack shook her head as a woeful frown stretched across her face. She lay down flat and let her limbs fall freely while she gazed up at the ceiling.

"I'll be honest with you. I was thinkin' that with your history and whatnot, that you wouldn't mind goin' a round or two with me in the sack. But the only reason I wanted to was because I'm... yeah I'm jealous of Rarity's story and knowing about Rainbow and all of that. I shouldn't take advantage of you. You're my best friend and I love ya Sugar. I'm sorry. Whaddya say, forgive me?" Applejack leaned up slightly to look her friend in the eye.

Fluttershy blushed and stood off her seat, then walked up to the sulky earth pony. She lowered herself down and rested a cheek on Applejack's chest, who then began to softly stroke her mane.

"It's alright AJ." Fluttershy reached down and hugged onto her friend. "And if you need somepony to help you take your mind of Rarity, I would be happy to."

"Aw shucks Fluttershy. You're makin' me blush." Applejack giggled and lowered a hoof down her friend's back, massaging the sensitive area between her wings.

The timid pegasus suddered at the sensation and slowly spread her wings as she climbed over her friend. Tentatively, she lowered her muzzle against Applejack's.

"Shy, you sure about this? You ain't gotta do it just for my sake," Applejack explained as she wrapped her front hooves around the mare's neck.

"Oh, but I'm not just doing it for you... I want to, because I know we'll both like it." With a deep breath, Fluttershy closed her eyes and pressed her lips against her friend's.

Applejack closed hers as well and fell into the affections. She kissed her aggressively, her tongue flicking gently between Fluttershy's parted lips. With a deep huff, she fell backwards and let her body go limp.

"What, uhm, what's wrong? Did I..." Fluttershy blushed and glanced away. "Did I do something wrong?"

Applejack shook her head and shouted, "No! It ain't that at all. I was just thinkin' and... ah it's stupid."

"No, please tell me. What's got you so upset, so suddenly?" Fluttershy leaned back down and hugged her friend.

"It's Rarity... I mean, I wasn't good enough to be her favorite time. And you, well you've been with better partners than silly old me, I'm sure." Applejack sighed and shook her head. "I'm sorry Shy. I know this ain't exactly sexy—me complainin' like a teenage drama queen..."

"Oh no. It's fine. You don't have to worry about being sexy around me Applejack. I already think you're very sexy. And it doesn't matter what anypony says. As long as you do your best, then I'll be satisfied." Fluttershy kissed the mare's cheeks, then placed a hoof on her chin, turning her to face her.

Applejack looked deeply into Fluttershy's kind, reassuring eyes. She smiled and blinked away tears before they could form.

"I can always count on you for a little TLC."

She kissed Fluttershy passionately, their tongues meeting immediately. Her hooves ran down the pegasus' sides and swatted her flank.

"Hehee." Fluttershy giggled and wiggled herself snuggly against her partner. "That tingles..."

Applejack grinned and bit down on her lip as she thrust her lower body upward, arching her back into her friend's embrace.

"Hey, Shy? You uh, you think maybe I could get you off?" Applejack asked between kisses.

The pegasus shrugged and closed her eyes. "That'd be... nice. But I don't think it's exactly possible."

Applejack wore a smug expression and raised an eyebrow. "Well I just reckon I got my work cut out for me. And even though I really don't expect to accomplish my goal, I plan to have a heck of a lot of fun tryin'."

Fluttershy rolled onto her back while pulling Applejack over top of herself. She spread her legs and winked. "I'm sure it'll be the best I've ever had."

***

The two unicorns stumbled through the front door of The Carousel Boutique, gigging like fillies with crushes as they did so. Slowly pulling away, Rarity headed into the kitchen and levitated two wine glasses in her soft blue aura of magic.

"Would you care for a drink Twilight?" she asked, already filling the glasses.

With a chuckle, Twilight took her glass and a sip. "Mmm, thanks."

Rarity nodded as she sipped from her own cup and her eyes began to wander down Twilight's chest and legs. With her cheeks growing hot, she quickly downed her drink and refilled the glass.

"Uh... you feeling okay, Rarity? You look, well, nervous." Twilight tilted her head and raised an eyebrow.

"Me? Nervous? Never! And why would I be nervous anyway? Hmm?" Rarity blushed and downed another glass, out of breath.

Twilight frowned and began to back away before stumbling over Opalescence, who purred and brushed up against her legs.

Rarity beamed and leaned down to pet her cat. "Oh hello there Opal. Who's a good Kitty? You are! Yes you are!"

With a hiss, the cat slashed at Rarity and ran off.

Twilight giggled and turned towards the living room. "Well she's rather vicious, isn't she..."

"Oh she just gets cranky around this time is all." Rarity explained with a sheepish smile.

The purple mare gazed around the living area of the boutique, admiring the long burgundy drapes and vivid purple carpet.

"This place looks great. I guess I never really noticed before."

"Well maybe you should visit more often, dear. You know you're always welcome." Rarity placed a hoof on her friend's shoulder and turned her towards the couch.

"Maybe I would if you would invite me more often. I never know if you'll be busy or not, and..." Twilight gulped and began to stare into Rarity's deep blue eyes.

"... I'd never be too busy for you, Twilight."

Rarity pulled the mare onto her big cushy sofa and hugged her tightly. "Don't get all mushy on me now, dear. This night is meant to be fun."

"Are you saying it hasn't been? Because this is probably the most fun I've had in months." Twilight leaned up and finished her glass of wine.

"Well I suppose we have had quite an interesting night thus far."

"To say the least!" Twilight exclaimed. "Can you believe Fluttershy? Sheesh."

"I know! I feel as if I'm the only pony left in Equestria who has yet to sleep with her. The poor dear, I hope the others don't judge her harshly. She's still so sweet despite her... experiences." Rarity threw a hoof over her forehead and sighed.

Twilight lowered Rarity's hoof and placed it on her thigh. "Hey now. I know none of us would ever think negatively about our best friend. Fluttershy is Fluttershy no matter what she does."

Rarity glanced down at her hoof as it was slowly stroking up and down her friend's leg. "That's right. And it seems we're having a regret-free sort of night tonight, aren't we?"

Twilight smirked with hot cheeks as Rarity placed her other hoof on her chest and slowly ran it down to her stomach. "It does..."

"So then, Twilight Sparkle," Rarity licked her lips as her eyes ran down the mare's cute, innocent body. "Let's be ourselves, and see what happens. We'll stick to the plan."

Twilight gulped and placed her hoof over Rarity's, guiding it lower down her stomach as she leaned back against the arm of the couch and looked up at the ceiling.

"I am being myself... How about you?" Twilight said as Rarity's muzzle grew closer to her own.

As their bodies touched, Twilight shuddered and ran her hooves down Rarity's sides. The white mare on top pushed herself against her friend, warmth radiating between their excited bodies.

Twilight hesitantly reached around her friend's back and pulled her closer. Her eyes slowly narrowed and deep red blush spread across her muzzle while Rarity's hoof softly stroked her flank and thigh.

"I love the way you feel Twilight..." Rarity said as she lightly kissed her cheeks.

"And how do I feel?" Twilight whispered into the mare's ear, her hot breath sending chills up her spine.

"You feel innocent, almost curious, as if this is your first time."

Twilight gulped and glanced away. "Well... You like that?"

Rarity nodded and pressed her lips against the mare's beneath her. Her heart heavily pounded like a hammer against her chest as Twilight pushed into the kiss, parting her lips.

Their tongues met in a sloppy, yet loving dance of passion as she sank into the cushions behind her. She wrapped her hooves into Rariy's mane and their bodies vigorously rubbed against one another. Twilight arched her back and stretched her neck as Rarity gently bit down on it.

"That feels so good Rarity," Twilight huffed as her friend kissed and sucked down towards her chest.

"Hmm, you like that? I swear, it's as if you've never been kissed like this before," Rarity said as her lips made their way down her stomach, each soft kiss sending waves of pleasure throughout Twilight's body.

The blissful purple unicorn blushed and giggled beneath her friend's affectionate lips. "Well... to be honest, I uhm..."

Rarity's eyes shot open and she leaned up. "Wait, don't tell me you've never... I mean, your story. Was that your only time?"

"To be perfectly honest? Yes." Twilight admitted with a crooked frown, scratching the back of her head. "That's not a problem, is it?"

"Oh no, not at all. I just hadn't realized... well I thought you had..." Rarity glanced upward and rubbed her chin. "I suppose I don't know what I thought. Regardless, you're too adorable, Twilight."

Rarity turned and rested her cheek on her friend's stomach, her free hoof sensually stroking up and down her thigh. Twilight closed her eyes and smiled while taking deep steady breaths.

"I'm glad we're doing this, Rarity. I can't think of anypony I'd rather be with right now," Twilight said as she began to stroke her lover's mane.

Rarity squeaked and placed a hoof over chest. "Oh, thank you Twilight. I suppose that since this is your first time with a real mare, then we should take things slowly, yes?"

Twilight wiggled herself lower and lifted her back hooves onto Rarity's shoulders. "I want you to do what you want to do."

The white mare licked her lips and grinned. "Very well then."

***

Rainbow Dash had Pinkie Pie pinned to the wall as she forced her tongue past the earth pony's teeth.

"You liked that, didn't you..." Rainbow said as she pulled her friend to the floor.

"Mmmhmm!" Pinkie proudly proclaimed.

"Thought so. Well tell me how much you like this!" Rainbow forced Pinkie flat on her back and climbed over top of her, wiggling her flank just over her friend's face.

Pinkie beamed and stuck her tongue out. "I already like it!"

"Oh yeah? Well try to make me like of too," Rainbow said as she forced her plot down onto Pinkie's mouth.

The earth pony's tongue ravenously swashed around Rainbow's soaked blue lips, who bit her own tongue to stay quiet. With each stroke of Pinkie's wide, curious tongue, Rainbow huffed and fought to stifle her moans. Pinkie pushed against the center and her tongue slipped deep inside.

"That's good stuff Pink." Rainbow moaned and began rocking her hips back and forth, Pinkie's teeth grinding against her clit.

The pink mare's hooves wrapped around her lover's flank and pulled her more tightly against her mouth, her tongue penetrating more deeply and her teeth grinding harder. She began to shake her head back and forth, a mixture of jizz and saliva dripping down her cheeks. Rainbow threw her head back and ran her hooves down her own quivering body, when Pinkie suddenly leaned up.

"My turn yet?" She asked with wide, innocent eyes.

Rainbow groaned and smacked herself in the face. "Come on! I was sooo close! Dang it Pinkie..."

Rainbow fell onto the floor and sighed.

Pinkie bit her lip and frowned, "I'm... I'm sorry."

"Shh. It's fine. Here, I'll do you first, then you can do me. Sound good?"

With a bright smile, Pinkie nodded and lifted her legs.

Rainbow took a deep breath and raised an eyebrow. "Or maybe we do it at the same time."

Pinkie nodded faster, then shrugged as Rainbow Dash crawled towards her. She stuck her tongue out and ran it up the center of Pinkie Pie's sweet, succulent slit. Her tongue trailed over the mare's clit and across her stomach. Pinkie shuddered beneath the warm, wet strokes. With a quiet chuckle, Rainbow met Pinkie's lips with a deep and loving kiss. Their muzzles interlocked in a display of sheer passion and ecstasy, as their legs wrapped around one another to form a tangled ball of love.

Rainbow wiggled her flank down against Pinkie's so that their slippery wet slits were pressed against each other. Her hips slowly began to gyrate as Pinkie bit down on her neck.

"That's awesome Pinkie, don't stop." Rainbow moaned out as her pelvic thrusts grew more vigorous.

"Mhm," Pinkie nodded as she sucked roughly on her best friend's neck.

Rainbow wrapped her front hooves in Pinkie's mane and pulled her aggressive bites away. "Jeez Pink, you're tearin' me up..."

"Oopsie, did I do it too hard?" Pinkie asked, blushing.

"Maybe a teensie little bit. Nothing I can't handle." Rainbow smiled and got back to her gyration.

"I like it... you like it?" Pinkie asked as she matched Rainbow's movements.

"I freakin' love it Pinkie. I wanna buck you so hard." Rainbow said as she picked up the pace.

"How hard? Kinda hard?" Pinkie asked with a grin.

"I wanna buck you like Applejack bucks apple trees."

Pinkie tilted her head and frowned. "Wait. I don't wanna get kicked!"

Rainbow stopped moving and widened a questioning eye. "I didn't mean... Ugh, why does that word have to mean so many weird things? I want to fuck you. Hard. Better?" The flustered pegasus gave her hips a rough thrust, grinding her clit across Pinkie's.

The pleasured pink pony gasped at the sudden sensation and squeezed her eyes shut. "Oh okay! So do it!"

Rainbow thrust her body into Pinkie's harder and faster, causing her to scream out as their sweet spots vigorously brushed together.

"Do it harder! Faster! Harder! Fuck me Dashie! Oh fuck me! Yes yes yes!"

Pinkie's tongue flopped out of her mouth and her eyes rolled back as Rainbow placed all of her strength into each orgasm-invoking thrust.

The pegasus bit her lip and slapped her gooey snatch against Pinkie's, their mixed juices splashing onto their stomachs. "I'm gonna come too!"

With one last forceful smack of her crotch into Pinkie's, Rainbow arched her back as her body writhed in intense bursts of orgasmic pleasure. Her voice squeaked out in small euphoric giggles while Pinkie gasped for breath.

Rainbow flopped down onto Pinkie's chest and fought for breath. "Now that's what I call a good workout..."

"Mhm, it was great! You were like bam bam, and I was Oh yeah fuck me, and then I came so hard it was all gussshhh." Pinkie explained.

"Ha-ha, of course you loved it. You were with me after all. Jeez, can you believe Fluttershy never got to get off like this? That must seriously bite," Rainbow said as she cuddled onto Pinkie.

The pink mare hugged her back and blissfully sighed with closed eyes. "Maybe you could make her come then..."

Rainbow threw on a smug grin and stretched out. "Why didn't I think of that? If anypony can do it, it's me. It'll be nice to be with Fluttershy anyway, she's really... it'll be nice..."

"And fun! Don't forget fun. Ooh, oooh! Let's do it again!" Pinkie jumped up and shouted.

Rainbow huffed and placed her front hooves over her chest as she fell onto her back. "Again? Okay, but it's your turn to be on top."

***

With her hooves pressing down on Rarity's mane, Twilight arched her back and gasped for air between her moans and squeaks.

"Eeeh yes! Sweet Celestia don't stop Rarity. I love it so much!" the lavender mare shouted as pushed herself into Rarity's tongue.

The experienced unicorn grinned as her friend squeezed her tongue and slimy drops of goo slid down her chin. Her front hooves pulled up on Twilight's plot while she swashed her tongue all around the moist, sweet walls of her virgin vagina.

Rarity's tail flicked back and forth while she buried her muzzle in her lover's crotch.

Twilight gazed blankly at the ceiling with heavy blushed covering her cheeks while intense waves of pleasure washed over her entire body. The slight sounds of slurping and smacking made their way to Twilight's ears. As a building pressure in her lower stomach began to radiate pleasure, she squeezed her eyes shut and bit down on the tip of her hoof.

"Rarity... I'm gonna... I'm going to..." She lifted her back legs and let out a high-pitched squeal as her orgasmic fluids spilled across Rarity's tongue.

She tight grabbed onto the couch with each free hoof and pushed up as hard as she could. Her breaths came out short and heavy as her body ached with the aftermath of sweet, sweet release.

"Oh my god, Rarity. That was incredible. So much better than when I do it myself... soooo much better." Twilight fell flat on her back and giggled. "I still feel all tingly... this is amazing..."

Rarity wiped her mouth with a small towel and returned to hug her friend. "Well I'm very glad you enjoyed it, love, and I'm sure it wasn't quite as amazing as you taste. But the thing about real mares is that we'll expect a little something in return after giving."

"Oh! Of course!" Twilight's ears perked up and she brushed herself off. "I've read all about sexual intercourse. First, we should head into your bedroom."

"I don't think that's necessary..."

"Of course it is. Let's hurry, I can't wait to get started." Twilight dragged her friend into the bedroom with a goofy grin, her body still wobbly with the remnants of overwhelming pleasure.

Rarity opened the door to her room and flipped the light on. Twilight climbed onto the silky smooth sheets of the elegant canopy bed.

"So, which position would you like? You can sit on my face, or bite a pillow, or lay on your back... uh, any of that sound good?" Twilight gulped and anxiously wiped a bead of sweat from her brow with a nervous smile.

Rarity stood in the doorway and softly shook her head at the adorably inexperienced mare. "That isn't typically how one should decide on a position, Twilight. I'm actually feeling a bit tired. Would you like to just cuddle, perhaps?"

"Oh, well that's not what the book said to-"

"Shh. Forget the book darling, and lay with me for a while." Rarity cuddled up against her friend and closed her eyes.

Twilight hugged her back and buried her muzzle in Rarity's warm chest. "I'll just get you next time then... And I can't wait to do it again, because that tongue of yours is amazing. I bet you could get Fluttershy off, I mean, I don't see how anypony could endure that kind of pleasure for long."

"You really think so?" Rarity stroked the back of Twilight's mane and pulled her close, wrapping a leg over her flank. "Maybe I'll invite her over tomorrow night then. Sound good?"

"Mhm," Twilight nodded. "She won't be able to resist."

"Let's hope not," Rarity said, closing her eyes and letting out a deep, overdrawn yawn.

***

Applejack panted with two hooves over her chest and a soaked dildo on the floor next to her. "Impossible... nothin's gonna get you off Shy. Nothin'…"

Fluttershy shrugged as she lay flat on her back with widespread wings. She wore a blissful grin while her exhausted, sweaty body glistened beneath the candlelight.

"We sure had fun trying though, right?"