It was a gorgeous day outside, the birds were chirping, the bees were buzzing, every pony throughout Ponyville were going through their day like it was any other, well almost every pony. There were a couple unique ponies who decided that today, was going to be different, though they had not thought that intentionally, but you know what they say... Stuff happens.

It was a beautiful Wednesday afternoon, and normally, Fluttershy would be outside, enjoying the sun, playing with her critter friends, however, today was different, Fluttershy decided to just relax at home, all by her lonesome, well save for a little bunny rabbit, who was relaxing, just like his owner.

"Oh Angel Bunny, isn't today just a great day to relax, all by ourselves?" asked Fluttershy to her little pet, "I could just lay here for the rest of the day, with no interruptions." Fluttershy stretched out her body and wings, and laid quite contempt on her couch, closing her eyes, about to drift off to sleep for a little nap. "So peaceful," stated Fluttershy, "so, so peaceful."

*Knock Knock* went Fluttershy's door to her cottage "Hey Fluttershy! You in there?!" spoke loudly by a voice so familiar to the owner of the house. "Fluttershy?!? HELLO?!" the voice was louder this time, causing Fluttershy to stir in her sleep, and waking her up. "Fluttershy, open up!" Fluttershy walked groggily over to her front door and slowly opened it where she saw a very familiar face.

"Oh, Rainbow Dash... What are you doing here this afternoon?" Fluttershy asked her Rainbow maned friend as she rubbed her eyes to help her wake up. "I wasn't expecting to see you at all today."

"Wait, afternoon?" replied Rainbow, "Uh, you do realize it's night right now, right?" Rainbow Dash moved aside from the door so her friend could see for herself.

"Oh wow, I must have slept longer than I first thought, it is night, and the sky looks so gorgeous tonight, even more so than usual!" Fluttershy complimented the night sky and looked back at her friend with a slight skeptical look, "So since it is night then Rainbow, what are you doing here so late?"

"Me, oh uh... You see, ummm..." Rainbow's light blue coat was starting to become a dark shade of red on her face as she fumbled in her thoughts for an excuse. "Well, I'm actually here to uh, talk to you Fluttershy, yeah, that's it!" Rainbow said proudly with her poor excuse.

"You're here at-" Fluttershy looked at the clock on her wall in her living room, then back at Dash "-10:37 at night, to talk to me?" Fluttershy asked her friend, even more skeptical than before, "Talk to me about what?"

"Umm... You know, just pony stuff, the usual normal pony things, that's all." Dash retorted while looking slightly away from her friend.

It wasn't until now that Fluttershy had noticed Dash slightly staring at her in a weird way. Fluttershy quickly ran to the nearest mirror and that's when she noticed why Dash was staring at her, her mane was in a mess, he coat was all messy, her fur wasn't as neat and tidy as she usually kept it, she looked like a little tornado had caught just her inside of it. Fluttershy's face went more red than Big Mac's when she saw how she looked, and she let out a slightly loud "EEEEEP!!!"

Rainbow walked into her friend's cottage and found her sitting down staring at herself in a mirror, with tears welling up inside of her eyes, waiting to be let out. "Hey, Flutters, what's with the sad look, please tell me you're not about to cry right now!" Dash walked over to her friend and was just a few feet away from her when she responded.

"Oh why wouldn't I cry Dash, I look like a complete mess, I'm so embarrassed, and you're doing your best not to laugh at me like the fool I am!" Fluttershy was about to lose it, she could feel her tears about to break free and stream down her face like a gently flowing river.

"Whoa, whoa, whoa, who said anything about me laughing at you?"

"But, your face says differently, I know you wanna laugh at me, so just go ahead and do it already." Fluttershy could feel herself breaking, and if anypony saw her break down more than others did, it was Rainbow Dash.

"Flutters-" Rainbow said her friend's name softly, almost being brought to a tear herself from her best friends reaction, "-I would never laugh at you, the reason I'm acting all embarrassed is because well, you look really beautiful right now."

Any tears that Fluttershy would've shed felt like they went away completely, she slowly turned to face her best friend, "Do- Do I really look beautiful?" Fluttershy stared at her friend with a look that could melt even the hardest of hearts.

"O- of course you do silly, would I lie to you? I mean, I'm no Applejack, but that doesn't mean I would lie, especially to you of all pony's." Rainbow moved closer to her friend, sitting right next to her, wrapping her wing around Fluttershy's body.

"But, but Rainbow, you're a mare, and so am I!" Fluttershy moved away from Rainbow slightly, "I thought you were into stallions."

Rainbow Dash began to smile a little, then laughed, "Oh Fluttershy, you're so innocent, it's funny! Think about it, have you ever seen me with a stallion?"

"Well, no, but I've never seen you with a mare before either."

"True, but still, it doesn't change the fact that I'm into mare's, in fact, I have my sights set on a certain mare."

"Oh, who is she?" asked Fluttershy, quite obliviously, "do i know her? Is she nice?"

Rainbow smiled, at her best friend, "Yeah, you know her quite well, in fact Flutters, you're the mare I'm talking about."

"M- Me?! Oh no, Rainbow you couldn't possibly mean me?"

"Of course I do Flutters, you're so awesome, don't you know that?"

"Well I mean, I've never been liked by anypony, well, in that way. I've never had a special somepony before, I've never even kissed, or been kissed by anypony, and-"

Rainbow cut off her friend before she could finish, "Whoa, are you really telling me you've never been kissed, or kissed anypony?!? But you're like the kindest pony I know!"

"Yeah, well, it's just never happened, nopony's liked me enough in that way, it's just never meant to happen."

"Flutters, don't say that, there's a special somepony for everypony!"

"Not for me Rainbow." Fluttershy suddenly got quite solemn, and turned away from her friend, feeling the tears welling up again, she tried to get up and get away but something stopped her, she felt a hoof grab onto her, and try to coax her back down.

"And where do you think you're going missy?!" asked Dash as she grabbed onto her friend, "We're still talking here."

"But talk about what Rainbow, there's nopony for me, not now and not ever! I won't ever be anypony's special somepony, no matter what."

"You don't know that Fluttershy!"

"Yes I do Rainbow Dash! Tell me, right now, who would want me as their special somepony!" Fluttershy was now getting quite upset and she couldn't help but let a few tears fall down her soft cheeks. Again she tried to turn away from Dash, and to get up and leave, yet this time, Dash let her.

"I do." was all Rainbow said as Fluttershy got up and started to walk away.

"Wha- What?" Fluttershy slowly turned towards her best friend as the words Rainbow just told her flowed through her mind, repeating themselves infinitely in her head.

"You heard me." Rainbow stared at her best friend as she stared back at her, the two making direct eye contact with each other, with no words being said for what seemed forever, yet was only a few minutes.

"You... You want me to be your special somepony? But Rainbow I've never even been kissed be-" before Fluttershy could finish the word she was about to say, Rainbow leaned over into Fluttershy and kissed her, on the cheek, while placing a hoof on her lips. After she kissed her cheek, Rainbow removed her hoof from her best friends lips. "-fore." Fluttershy finished what she was trying to say before she got interrupted, and just stared at Rainbow Dash even longer.

With a smile on her face Dash smirked at the stunned Pegasus, "Well, you can't say that anymore, now can you? Also, I only kissed you on the cheek because a full blown kiss from me on the lips would probably be too much for you right away," Rainbow said with a wink, "Maybe in a bit you'll be ready?"

"Rai- Rainbow, I, I can't believe you kissed me." Fluttershy's face got all red and she quickly looked away from the mare who was the first to kiss her.

"Well you did say you were never kissed before, so I figured I'd change that," Rainbow said with a smile, "you know, to make things fair... You could kiss me back, on the cheek, that way you would have kissed somepony as well." Rainbow stretched her hooves up in the air and looked over at Fluttershy slyly, then looked away as she saw her friend was just sitting in the same spot, face as red as the red in Rainbow's mane. "Heh, I guess you're just too-" just then Rainbow felt something wet and soft on her cheek, and a hoof covering her lips, she could feel her face getting all blushed as the soft wetness left her cheek, and the hoof removed from her lips. "-scared."

Rainbow turned to face the mare who just returned her kiss as she was staring intently into her eyes, as Rainbow was staring back at hers. Rainbow could feel her heart beating faster than she's ever felt it beat before, even more so than when she had performed her first Sonic Rainboom. Unaware of what Fluttershy was really feeling, little did Rainbow know that Fluttershy's heart was beating as fast as hers. Without fully thinking, Rainbow leaned into Fluttershy and began kissing her right on the lips, thinking her friend was just going to turn away, or pull back, she just kissed for as long as she could. What really surprised Rainbow, was that Fluttershy was meeting her kisses with her own, this mare who had never kissed, or been kissed by anypony, was now making out with Rainbow Dash, and they were both loving it.

After making out a bit, they both broke free from the kissing to take a breather, "Wow Rainbow, just... Wow." Fluttershy was panting as she tried to catch her breath, but maintained complete eye contact with her friend. "That... Was... Awesome."

"Heh-" Rainbow panted, "-Told you it would be, you were really good-" Rainbow took a deep breath and panted a bit more, "-You're a fast learner Flutters."

"Ha-" Fluttershy laughed slightly, "-You're a great teacher, that's why."

The two mares took some deep breaths and laid down next to each other, holding onto each others hooves, still panting. "You know Flutters-" Rainbow smiled, "-If you're panting like this now, wait until we go further." Rainbow kissed Fluttershy's neck and began moving one of her hooves down Fluttershy's body, slowly.

Fluttershy's hooves immediately moved down to stop Rainbow's, "Wha- What are you doing Rainbow?!"

"Uh, I was just gonna, you know-" Rainbow took her hooves and clapped them together making a *clop* sound, "-On you."

Fluttershy got redder than Pinkie Pie when somepony breaks a Pinkie Promise, "No- No- No- No!" Fluttershy started to squirm away from Rainbow, "No, you can't!"

"Jeez Flutters, what got into you suddenly, because it's obviously not me." Rainbow looked at, doing her best not to laugh at her own dumb joke, "I mean, everypony clops Flutters, it's no big deal."

"E- Everypony?" Fluttershy eased a little, but was still on edge, "Everypony clops?"

"Yeah, I mean, I still clop." Rainbow said quite bluntly and with a straight face, "So what's the big deal?"

"Well umm, you see, umm," Fluttershy's voice got even softer and quieter than usual as she spoke, "I've never clopped..."

"Err, what was that Flutters?" Rainbow asked, not being able to clearly hear what her friend just said.

"I said... I've never clopped" even quieter than the first time she said it.

"One more time Flutters, didn't quite catch that."

"I said I've never clopped!" Fluttershy said a little louder than she expected, then her hooves flew to her mouth and covered it up.

"You've seriously never clopped before?" Rainbow asked her, quite sincerely, "Well, I'm sure you've had to have had an orgasm before, right?" Fluttershy shook her head no slowly in response to Rainbow's question. "Really? So wait, you're still a virgin, you've never had a one night stand, or just played with some toys, or anything?" again Fluttershy just shook her head no, and looked down away from Rainbow, in which she responded by lifting her chin with her hoof, and looking into her eyes, "Hey, Fluttershy, it's OK if you're still a virgin, because, you may not know this or not about me, but I too am a virgin."

"Re- Really?" Fluttershy's eyes seemed to have shined a bit with what Rainbow just told her, "You're really a virgin, like, for real?"

Rainbow smiled at her, "For real. I mean, the opportunities were there, but I just never took them up on it, neither stallion nor mare has ever laid in the same bed with me, well, we've never had sex."

"Wow, Rainbow, I never thought that you'd still be a virgin."

"Hey, what are you saying? Are you calling me a slut or something?!" Rainbow said jokingly, but with a slight defensive sound to it as well.

"Of course not Rainbow, I could never say that about you, or anypony!" Fluttershy started getting really sad again and almost cried a little, "I'm sorry Dash."

"Hey, Flutters, take it easy, I was just joking haha." Rainbow grabbed Fluttershy's hoof, and kissed it gently, "You take everything too serious."

Fluttershy looked back at Rainbow, "Oh, well as long as I didn't hurt your feelings, what I meant is that you seem too cool to still be a virgin. I mean, I did hear those rumors and gossip about you..." Fluttershy said solemnly, "But if you say you're still a virgin, then I believe you."

"Heh, Flutters, who do you think started those rumors?"

"Wait, it wasn't you was it?"

"Yeah, it was, I just didn't want people thinking I was still a virgin, but there's nothing wrong being one still! I just haven't found the right one yet, but, I think I have now."

Fluttershy got even more red than she was all times previously today as she gasped, "Rainbow you can't possibly mean me! That's, that's sex! That's way different than just making out, or umm, clopping!"

"Are you still on the thought that I wouldn't choose you? I mean come on, you're the only pony who knows that I'm still a virgin, and that I know you still are! We could have our first times, together!"

"But what about our friends?"

Rainbow looked at Fluttershy with a skeptical look, "What about our friends? I'm sure that a couple of them might still be virgins, but I know they all clop."

Fluttershy got a little embarrassed at the thought of her friends clopping then spoke, "Wait, how do you know they still clop?"

"Uh, they told me, duh." Rainbow gave her a look that seemed a little condescending, "Uh, I mean, I talked to all of them about it, and they all told me, in different ways, that they still clop, just like I told them." Fluttershy gave Rainbow the most confusing look she could ever give anypony, pretty much saying, explain. "Well let's see, I found out Twilight still did when I went over to get another Daring Do book and I found some, 'interesting', books. Pretty much, Twilight, has some 'adult only' books. So I confronted to her about it, and she admitted to her still clopping from time to time, and I told her I do as well. As for Applejack, well I was flying throughout Ponyville and Sweet Apple Acres one night and I flew by AJ's house when I heard some moaning and grunting, so I went to investigate, what can I say, I was curious. So I looked through her window, and there she is, going to work on herself, what else do you expect from a work horse? She noticed me though and told me to keep it a secret, I said I would under one condition, and that was for us to clop together, not get each other off, but to get ourselves off." Rainbow's face got all red as she looked over and saw Fluttershy as red as a tomato, "Err, wait, let me explain, it was just a one time thing, and it was soooo long ago!" Rainbow said, getting nervous, "Umm, anyways, let me continue. Uh, oh yeah, Pinkie Pie-"

"Yeah, I umm, kinda figured she still clopped, she told me at one of her parties, she even told me she clops most every night." said Fluttershy as she interrupted Rainbow.

"Yeah, that Pinkie sure knows how to party, now as for Rarity-"

"Wait, are you telling me... Rarity clops? Rarity, of all ponies, clops?"

"Yeah, I was kinda shocked as well, but when she had me doing some modeling for her, before you ask, you were busy, and she used those sad eyes on me, I was joking around with her and got her to spill the beans that she clops, though she said she was appalled that I would bring up a subject like that. So yeah, that's all our friends, and well you already know I still do, so what'd you say Flutters, care to let me help you have your first orgasm?"

Fluttershy began shaking her head violently, "No- No- No- No- NO, I, I just can't Rainbow!"

"Well, OK, I won't press." Rainbow stated as she leaned into Fluttershy again, "However, I will continue to make-out with you gorgeous."

Fluttershy looked into Rainbow's beautiful eyes, "O- OK, we can, if that's OK with you." Fluttershy smiled at her best friend and kissed her on the lips, as Rainbow kissed her back, their mouths forming with each other.

Rainbow was pressing into Fluttershy's lips with her own as Fluttershy began laying down on her back, taking her hooves she ran them through Rainbow's mane as they continued passionately kissing each other. As they kept kissing, Rainbow ran one of her hooves through Fluttershy's mane, and down her cheek, slowly rubbing it down her side, and across her cutie mark, the other she wrapped it up in Fluttershy's sexy messy mane. Fluttershy let out a little moan as she held Rainbow closer to her, kissing even more intensely than before, their tongues playing with each other in their muzzles, Rainbow continued to trace her hoof all over Fluttershy's flank and cutie mark, causing more small moans from the yellow Pegasus. Being pulled in even closer to Fluttershy, Rainbow could feel something wet on her coat, and that wetness was coming from Fluttershy herself, she was making her best friend wet, just by making-out with her, and rubbing her cutie mark, with this knowledge, Rainbow began kissing Fluttershy even stronger than before, and more intensely rubbing her cutie mark, causing the yellow Pegasus to get wetter and wetter. No longer making small moans, Fluttershy was now making louder moans, causing her to pull Rainbow even tighter and closer to her. With all the moans Fluttershy was making, and with how wet she was getting, Rainbow couldn't help but moan as well. The two Pegasi were both experiencing the same, very strong thing together; Passion. Passion was flowing through both of their bodies, never before have either felt such passion as this, and they both knew it. Rainbow moved the hoof that was in Fluttershy's mane down the front of her body and proceeded to slowly trace it along the coat of her best friend, continuing to kiss each other with such extreme passion, Rainbow's hoof was nearing its target, as she was getting closer and closer, she stopped kissing her partner for a brief moment and leaned into her ear and whispered, "I can't wait to show off my mare-friend to everypony in Ponyville, and to all our friends."

Rainbow looked into the eyes of her partner, as they looked back into hers, and Rainbow's hoof was nearing it's destination, when Fluttershy spoke up, "Stop!" Fluttershy unraveled her hooves from Rainbow's mane, and pushed away from her.

"Whoa, Fluttershy, what the hell got into you all of a sudden?" said Rainbow all startled, not being able to achieve her goal of helping Fluttershy get her first orgasm.

"You said-"

"Yeah, I know I said I wouldn't press, I'm sorry, it was the heat of the moment, I really am sorry." Rainbow apologized, and leaned in for a kiss to which Fluttershy turned her head away from Rainbow's incoming lips. "Hey, I said I'm sorry, jeez, what do I need to do to prove I'm sorry!"

"You said you couldn't wait to show off your mare-friend to everypony in Ponyville, and to our friends." Fluttershy said to Rainbow while still not looking at her. "That's what's wrong."

"Wait, are you saying you don't want to be my mare-friend? Then what's with all this making-out and being super close to each other?!"

"Did you even think about how the ponies in Ponyville would react, or how our friends would? Sure you did that thing with Applejack, so she probably wouldn't care, but that's one out of hundreds of ponies!" Tears began to well up in Fluttershy's eyes again as she was getting quite upset, "Do you even care to how that would affect us," tears were building up, "affect our friends," more tears building up, "affect me?" That did it, tears streamed down Fluttershy's cheeks uncontrollably, but she didn't even care anymore, Rainbow Dash was going to make a big decision without asking for her input, when it involved everyone she knew.

"Are you being serious right now Fluttershy, like really?" Rainbow got up off of Fluttershy and sat beside her, "Your problem is that you care too much about what others think, you know that Fluttershy..." Rainbow turned away from Fluttershy as she felt some tears build up in her own eyes, "You shouldn't let what others say affect your decisions Fluttershy, especially if what they say doesn't let you be happy." Rainbow stood up and began walking away, she was close to breaking, and she never let anypony see her breakdown, not anymore. She had to leave, she knew she had too she couldn't deal with this right now, even though she knew it would hurt more to leave than to stay, if Fluttershy was going to flat out reject her, based on what others might say or think, then she wasn't going to stick around, so before she left she said only two more words to the very same Pegasus who she had just shared the most intimate moment she's ever had before with anypony... "Goodbye Fluttershy," and with that she was gone, and Fluttershy could swear she saw tears fall from where Rainbow stood before she flew out into the twilight sky.

Author's Note

As it was stated in the description, this is my first story (at least ever posted anywhere). I hope that it was enjoyable to read, because I know it was quite enjoyable to write! Comments are appreciated, and if you see any mistakes, let me know, and I'll fix them! Thanks to everyone who reads this/ comments/ gives feedback, and to everyone who stays true to themselves no matter what, and of course thanks to everyone who loves MLP! (Including the writers, voice actors, creators, and fanfic writers! May this fandom live forever!)

Also, I honestly have no idea how many chapters/ how long this story will be, so I'll keep writing more chapters until it's finished!

Depending on my work schedule/ time off I have will determine how often I get to write, though if this story does well enough and is well liked, I'll probably put it as a higher priority! =] (Though for now, it might only be a chapter a week, but they will be quite worth it I promise you!)

Forgot to mention this before, but more characters come into the story as more chapters come out, so you will read about more variety of characters.