"Fluttershy? Fluttershy wake up!" Somepony was calling out to her, but who was it, "Fluttershy, please wake up, please." Was it Rainbow Dash, no, it wasn't her, it wasn't her voice. Was somepony actually calling out to her, or was she imagining it?

"Fluttershy, you have to wake up, please." Another anonymous voice, still not Rainbow Dash, just where was she, and who was calling out for her?

"Fluttershy this ain't funny, now please git up." Was anypony actually calling out for her, or was it all in her head, why would they be calling for her anyways, wasn't she just at home, or was she somewhere else?

"Doctor please, what's wrong with her?" Doctor? Was she in a hospital, that couldn't be right, last thing she remembered she was at her cottage, but then...

"She's exhausted ladies, and she's been malnourished, she's just resting, she'll be fine." Malnourished? That can't be right, she's been eating, hadn't she been? No, maybe not, too sad, too depressed.

"Where's Rainbow Dash, why isn't she here with the rest of us?" Rainbow Dash? So, she wasn't there, why would she, she probably hates her now anyways, I mean, why wouldn't she be, she hates herself.

"Darling if we knew where Rainbow was, then of course she'd be here, she and Fluttershy are the best of friends, ever since flight school after all." Rainbow Dash and her, best friends, that's funny, maybe at one point they were, but not anymore, not after what she did, to hurt Rainbow.

"What if something happened to Rainbow Dash? Maybe something happened between her and Fluttershy, that's why she left?" Something happened to Rainbow Dash, no, please no, no!

"Ra-Rainbow Dash."

"Fluttershy! She spoke, she must have wakened up finally!"

"What, what happened to Rainbow Dash?"

"Fluttershy, nothing happened to Rainbow, not that we know of, but right now we're concerned about you."

"Where am I?"

"Well if you open your eyes, then you'd know you're in the hospital."

Fluttershy opened her eyes slowly, "Why do my eyes hurt?"

"Because you've been asleep for while, we were so worried."

Fluttershy finished her opening her eyes, and blinked several times while she viewed her surroundings. "I am in the hospital, but, why?"

"Well ya see Fluttershy, I was out doin my chores and such, when Angel came runnin up to me, he was freakin out, for a bunny that is, and he wanted me to follow him, so he took off and I did. Next thing I know we're at your cottage, and there I saw you passed out on the floor, I panicked, picked you up, propped you on my, and took off for the hospital. I told Angel to go and git the others, they all met me here after the Doctor and nurses hooked you up to all these machines."

"Re-really?"

"Of course darling! We all were so worried, none of us left your room, only when we had to eat, we even slept in here, and sleeping on a cot was no fun, but it was worth it for you dear."

"None of you had to do that, you could've went home and slept, it would of been fine."

"As if! Fluttershy we were all worried about you, we could hardly sleep!"

"Oh, I-I'm sorry for worrying you girls."

"You don't need to be sorry, but tell us, why haven't you been eating?"

"Uh, I don't know what you mean." Fluttershy tried her to best to lie to her friends, but none of them were buying it.

"Don't lie to us Fluttershy, the doctor even said you were malnourished, that's why you passed out, so cut the act, and tell us why." Twilight had never been so harsh to her before now, which made her feel even worse, tears beginning to form in her eyes.

"I'm just so sorry I put you through all this girls, it's just, well..." She began to cry, she couldn't help it, she brought her hooves to her face to hide her tears.

"Fluttershy, it's OK, you don't need to cry, I'm sorry, I didn't mean to get upset with you, we're all just worried."

"No Twilight, it's not OK, I'm an awful, awful, AWFUL pony!"

"Fluttershy, why would you say that?! You're one of the nicest ponies around, why would you say you're awful?"

"I'm not the nicest pony around, I'm the meanest, I'm cruel, she probably hates me now, and I don't blame her, I hate myself, I was such a bitch to her, she probably thinks so too."

"Fluttershy! Why would you call yourself a bitch? You are far from a bitch dearie, I would know, I know I've been quite the bitch sometimes."

"Yeah, Rarity's right Fluttershy."

"And what does that mean Pinkie?!"

"I meant that Fluttershy's not a bitch, what did you think that I meant?"

"Oh, um, nothing Pinkie."

"Wait, Fluttershy, who is this 'she' that you're referring to?"

"Yeh, Twilight's got a good question there Fluttershy, who is 'she'?"

Fluttershy rubbed her eyes and cleared her throat before she spoke, "Rainbow Dash," she mumbled.

"What was that?"

"I said, Rainbow Dash," still softly, and barely audible.

"Didn't quite catch that."

"I said Rainbow Dash!" Fluttershy said loudly as she looked at her friends reactions.

"Rainbow Dash? As in our Rainbow Dash? As in, the element of loyalty Rainbow Dash? As in-"

"Yes, Rarity, that Rainbow Dash."

Fluttershy's friends all looked at each other, then back at her, there was nothing but silence in the air for a while, but after a short time, it was Twilight who broke the quiet. "Fluttershy, I, I guess I just don't understand, I don't think anypony really does, would you care to explain, please?"

Fluttershy opened her mouth to speak, but closed it before she spoke, looking at the doctor, still in the room.

"Doc, do ya think you could step out for a spell?"

"Uh, of course, Fluttershy, let me know if you need anything."

"OK Doc, thanks." Fluttershy waited until the doctor left the room and closed the door before she told her friends everything that happened between her and Rainbow Dash.

"Well Fluttershy? What happened?"

She sighed, closed her eyes briefly, opened them, and began her story. "OK, I'll tell you girls everything, but please, don't tell anypony, can we keep it between us?"

"Of course we won't tell anypony Fluttershy."

"Pinkie Promise? All of you?"

In complete unison, all other four ponies in the room began to recite the Pinkie Promise, with all the motions, "I cross my heart, hope to fly, stick a cupcake in my eye."

"OK, this is what happened..." Fluttershy began to relay the story between what happened with her and Rainbow Dash.

~

Rainbow Dash opened her eyes and as she did she saw a mare looking back at her, their eyes connecting. "Mornin sexy." She leaned over and kissed her lover's lips, trying to slip her tongue into her mouth, but was rejected by the mare, putting a frown on Rainbow's face. "What's wrong, forgot who I am?"

The mare across from Rainbow smiled and chuckled a bit, "Ha, no silly, I just don't like tongue when I first wake up, you'll get used to it."

"Oh is that so?" Rainbow teased Spitfire, going in to kiss her again, just a peck this time. "Well then, I guess I will have to get used to that." She looked at the naked mare laying next to her, eyeing her, from her mane, to her belly, the rest being covered by the blanket they shared. "Well at least I know that last night wasn't a dream, and it. Was. Awesome."

"Yeah, it really was, wasn't it? Tell me Rainbow Dash, do you regret coming with me last night?"

Rainbow looked at Spitfire with a blank stare, "Are you kidding me?! Last night was the best night of my life! How could I ever regret something like that?"

"Calm down speedy, I was just checking."

"Speedy? Are you calling me that because I beat you to your room last night?"

"First of all, that was a tie, secondly, it's because of how fast you came last night."

Rainbow began to blush deeply, "Uh, well, I mean, look it was the first time that somepony went down on me, OK!"

"It was a joke Rainbow Dash, in fact, it was a compliment for me, it meant that I must've done a hell of a job on you."

"Oh, well, you're welcome then." Spitfire leaned over and pressed her lips against Rainbow's, slipping her tongue inside her mouth, making contacting with Rainbow's, kissing for a few minutes before they broke away. "I thought you don't like tongue when you first wake up?"

"It's been a few minutes." Spitfire smiled at her, checking over her lover's body, "Damn Rainbow, you know you're a lot sexier in the light."

Rainbow blushed again, "Heh, thanks, you are too, a lot sexier." Rainbow leaned over and kissed the mare she just spent the night with, "I can still taste myself on your tongue, you didn't lick me at all while I slept, did you, I mean, not that I would have minded."

"Maybe, it's not my fault if you taste so good, honestly Rainbow, you have the best tasting pussy of any mare I know."

Rainbow blushed yet again, deeper than she ever has, "Do- Do I really taste that good?"

"Yeah, of course you do, I wouldn't lie to you Dash, in fact, I'm getting kinda hungry, wanna go down on each other, then get some breakfast?" Spitfire looked at the clock behind Rainbow, "Well, get some late breakfast, or early lunch?" Not even waiting for an answer, Spitfire began kissing Rainbow's lips, then her neck, she leaned into Rainbow's ear, nibbling it gently before whispering into her ear, "Cum for me Rainbow, cum for me like you did last night." Spitfire kissed her lover's lips again, and began working her way down her body.

"Oh Spitfire," Rainbow moaned softly, closing her eyes, then opened them abruptly, "Wait, Spitfire stop!"

Spitfire did as she was told, then looked at Rainbow, "What is it Rainbow, is something wrong?"

Rainbow bit her lip before she spoke what was on her mind, "Spitfire, is this what we're going to be?"

"What do you mean Dash?"

"I mean, are we just gonna be 'friends with benefits', or what?"

"Well let me ask you this Rainbow, what do you want this to be?"

"To be honest Spitfire, I was hoping..." Rainbow grew silent as Spitfire looked at her intently.

"You were hoping for what?"

"I- I was hoping that you'd be my marefriend! There, I said it, now just please hurry up and reject me."

"Reject you? Now why the hell would I reject you?"

"Oh please, you're Spitfire, captain of the Wonderbolts! Why would you want to have a plain old Pegasus as your marefriend?"

"Dash."

"What?" She looked at Spitfire solemnly, "You know it's the truth, I know it is."

"Seriously Rainbow Dash? C'mon, if I wasn't interested in having you as my marefriend, do you really think I'd have invited you to my personal hotel room after I told you I was a fillyfooler and when you told me you were one? Honestly I thought you were just saying that because you were drunk, and that you'd leave before I woke up."

"How could I leave the mare who showed that they cared about me as much as you did? I mean call me nuts, but honestly, Spitfire, I'm crazy about you, there was always something about you, I guess I tried so hard to be a Wonderbolt, all just to impress you, I just figured I'd never stand a chance, plus I didn't know you were a lesbian until last night, so there was that."

"Wow, so all this time, you were just proving to me that you wanted me?" Spitfire stared at Rainbow, shocked, as Rainbow nodded, "Trying so hard at the academy, that night at the Gala?"

Rainbow nodded again, "Yep."

Now it was Spitfire's turn to blush, she looked away from Rainbow's magenta eyes, but knew that she would continue looking at her. It was a few minutes before Spitfire's eyes returned her gaze with Rainbow's, and she spoke once again, "Rainbow, do you really mean all that?"

"Of course I do."

"What about..."

"What about?"

"What about, her."

"Her? Wait, do you mean?"

"Fluttershy. You wanted her, but she rejected you, is that why you thought I'd reject you, and am I a rebound mare?"

"Fluttershy did in fact turn me down, but honestly, I never thought that I'd be here with you, in a moment like this, you're who I want Spitfire, what I feel for Fluttershy, is was more of a heat of the moment type of thing, probably because we've been friends since we were fillies. But with you Spitfire, it's different, completely different, please, believe me."

"So, you really want me as your marefriend?"

"More than anypony do I want you as my special somepony Spitfire, I just hope you feel the same."

Spitfire leaned into Rainbow and pressed their lips together, sharing a passionate kiss before they broke away, "I do Rainbow Dash, I do feel the same way, I would love to be your marefriend."

"You wouldn't be embarrassed by me?"

"Of course not, you're the fastest flier in all of Equestria, how could I be embarrassed by you? Plus I would love having you by my side, getting to show you off to everypony, that is, if you wouldn't mind of course."

"You'd actually want to show me off?"

"Of course, why, you scared?"

"Me? Scared? Ha! I'm Rainbow 'Danger' Dash! I'm not scared of anything!"

"Now that's the Dash I know! Now, about that breakfast?"

"Heheh, allow me to pleasure you first before we go."

"Oh no, we're not leaving this room until we both get off."

"Fine by me, as long as it's with you, I'd want nothing more."

~

"So, Fluttershy, are you telling us that you and Rainbow, well, made out, and got pretty intimate?"

"Yes Twilight, and I didn't know it at the time, but I did actually really enjoy what Rainbow and I were doing."

"So the reason Rainbow left, was because you think she was hurt by what you said?"

"Yes. But when she left that night, I just felt horrible, I didn't think she'd leave Ponyville, I just thought she'd go to her home." Fluttershy began tearing up again, when Rarity used her magic to get a tissue and wiped her eyes.

"Now, now dear, there's no time for tears, in fact, let's do what we can to get you better and get you out of this hospital."

"So, you girls aren't mad at me?"

"Mad at ya? Fluttershy don't ya know by now that we can't be mad at ya, now we're a little upset that ya didn't tell us the truth and that ya lied to us about what ya been up too, and that ya haven't been eating, but we ain't mad at ya."

"So, you're all OK with me being a fillyfooler?" Her friends looked at each other, then slowly back to her, "Oh, you aren't OK with that, it's fine, I understand."

"Whoa there nelly, now we didn't say we weren't OK with you being a fillyfooler, of course we're OK with that."

"Re-really?"

"Of course darling, now I mean, just because we're not that way, or do things like that, doesn't mean we won't stop loving you, you're our friend Fluttershy, we'd be OK with anything you choose to do."

"So, you won't think of me any differently?"

"C'mon Fluttershy, you gotta know us better than that by now! In fact, I say we throw a party for you coming out!"

"Pinkie, now's not the time for that don't you think?"

"Oh, right, we'll wait until you're out of the hospital, oh, I know! I'll go get the doctor to let him know Fluttershy's ready to leave!"

"Great idea Pinkie, you go do that."

"OK! I'll be back faster than you can say chimmicherrychanga!"

"Um, how can she have so much energy, while you girls look exhausted?"

"Because she's Pinkie Pie Fluttershy."

"Also, there's something else that I have to say, that I didn't mention in the story."

"What's that dear?"

"I'm a virgin."

"What now?"

"I said I'm a virgin."

"Oh, well, my dear Fluttershy, there's nothing wrong with being a virgin."

"Yeah, I mean Twilight's a virgin."

"PINKIE! I told you that in confidence! Wait, I thought you went to get the doctor?"

"I did, but I couldn't find him, also, oops, I forgot that you told me it was a secret."

Twilight took a deep breath, and let out a sigh, "Yes well, I guess I shouldn't be so upset, after all that was a while ago that I told you that, and with you not telling anypony until now, I'm surprised."

"Thanks? I think."

"Wait, so Twilight you're also a virgin?"

"Um, not so much anymore."

"Oh." Fluttershy said, feeling down again.

"Oh, but I mean don't get me wrong Fluttershy, there's nothing wrong with still having your virginity, I mean, I kinda lost mine in a heat of the moment, desperation sort of thing."

"And just who did you lose your virginity to Twilight? Who was the lucky stallion?"

"Actually Rarity, he wasn't so much of a 'stallion'."

"Wait, if he wasn't a stallion, then who was he? Do we know him?"

"Yeah, you do know him."

"Well that doesn't make sense, the only guy we know who isn't a stallion is-" Rarity stopped talking, thought for a second before finishing her answer, "-Wait, SPIKE?!?"

'Heh, um, yes."

"Twilight how could you have sex with my boyfriend?!?"

"Calm down Rarity, jeez, do you really think I'd have sex somepony's boyfriend? We did it before you two were together."

Just then there was a knock on the door, and the doctor entered, "OK, so it sounds like you want to get out of here, is that right Fluttershy?"

"Wait, doc, how'd you know?"

"There were streamers, signs everywhere telling me to come this room to release the patient because they want to go home. I don't even know how they scattered the hallways in just a brief moment, along with confetti, balloons, everything, like it was a party."

All the ponies in the room except the doctor looked glaringly at the pink (elephant) pony in the room, "What? I said I couldn't find the doctor, so I made sure he knew he was wanted, plus it wasn't that much work."

"They covered all the wings."

"Well obviously there were Pegasi in the hallways, but confetti's harmless."

"No, Pinkie, he meant the hallways."

"Well then why did he say wings if he wasn't talking about Pegasi?"

"In a hospital, Pinkie, hallways, are called 'wings'."

"Well that's confusing, they should just call them hallways."

"Right, anyways doc, can Fluttershy go home?"

"I want too, but I can't let her go home if there's a chance she'll just be back in a few days because she didn't eat again."

"Oh please doctor, I promise I'll eat, I'll get healthy again, please."

"I'm afraid I can't, you live on your own, correct Fluttershy?"

"Um, yes, I do."

"Well then, I cant let you go, something worse might happen if you're on your own, I'm sorry."

Fluttershy was about to break down and start crying, and Twilight noticed it, "Um, doc, what if you release her and she stays at my house with me?"

"I don't know Twilight Sparkle, would you be willing to take care of her, ensure she eats again, gains weight back, and remains normal?"

"Yes doctor, I can do that."

"Well, I suppose seeing as how you're a Princess and all, then I guess I don't have much choice anyways, OK Twilight, I'll release Fluttershy into your care."

"Yes, thank you doctor! We'll all make sure she gets to be healthy again, you won't have to worry."

"Well then, I'll get your discharge papers ready Fluttershy, I hope you get better."

"Thank you doctor, I appreciate it."

The doctor left the room and headed down the hallway, "So, Twilight, are you going to tell us why you slept with my boyfriend?"

"Rarity, I already told you, you two weren't together yet! Also, I'm pretty sure a hospital isn't the best place to discuss something like this."

"Well you better tell us after we leave here."

"Ya know, I ain't one for wonderin 'bout other ponies 'private life', but I am interested in this too Twilight."

"Jeez, why is everypony so intrigued by my life now?"

"Well you know Twilight, it's not too often that you hear about a mare sleeping with a dragon, or anypony sleeping with a dragon for that reason. I mean I have heard some interesting things about dragon semen."

"Pinkie, just why and how do you know about dragon semen?"

"Oh I'll explain later."

There was a knock on Fluttershy's door, and the doctor entered once again. "Well Fluttershy, I have your discharge papers here, I'll just need you and Twilight to sign them for me, then you're free to go."

"How come Twilight has to sign them? I mean, I'm an adult."

"Yes, I know you are Fluttershy, but I'm releasing you into her care, so she has to sign them as well."

"Oh, OK then."

The doctor placed the papers on the little table next to Fluttershy, in which she and Twilight both signed all the necessary ones. "Perfect, well Fluttershy, you're free to go now. Hopefully I won't have to see you in here again for a while, take care all of you."

"Yes, you too doctor, and thank you."

"Anytime Fluttershy, stay well now."

Fluttershy got out of the bed she was laying in, and took off her hospital gown, "Well, we should get going now girls, right?"

"Of course my dear Fluttershy, no need to stay in a hospital any longer than we need too."

"Well I'm not taking down my decorations, they make the place look more, what's the word, oh I know, PINK!"

"Right, well let's head out y'all."

Fluttershy and her friends made their way out of the hospital, kind of amazed at how Pinkie managed to get decorations everywhere in such little time. "You know Pinkie, I'm surprised they just let you bring a cannon into a hospital like that."

"Oh Twilight, it's not like it's a harmful cannon at all, I mean, it did work like that against the changelings, but other than that, it's for parties, and for fun!"

"Right."

Having made it to the front entrance of the hospital they opened the doors and the sunlight hit their coats, "Ah, such lovely weather today, the Pegasi must have planned for it, some sunlight like this is good for a mares complexion."

"The sun does seem very bright today, of course, I haven't really been in the sun or outside for a while."

"Don't worry Fluttershy, we'll find Rainbow Dash so you two can patch things up so you'll be able to spend all the time together out here, I'm sure about it."

"Yeah, I'm sure you're right Twilight, you are very smart after all."

"OK Twilight, we're out of the hospital now, so will you tell us why and how you slept with Spike?"

"Oh Rarity, sleeping with somepony is simple, all you have to do is insert their penis into your vagina."

"No, Pinkie, I mean, how did Twilight and Spike have sex."

"I just told you silly, except I guess Spike isn't a pony, so he took his dragon penis and put it into Twilight's, at the time virgin, vagina."

"Yes Pinkie, I know how sex works."

"Well then why are you asking how they had sex then?"

"I didn't mean how as in 'how do you have sex', I meant it as how did the situation arise for them to have sex."

"Ooooooooh, well why didn't you say so Rarity, you crazy girl you."

"But, I, never mind, Twilight, please, explain."

"OK, but you have to promise to not tell anypony, I already promised Spike I wouldn't, but as long as it stays between us girls, then I'm OK with telling you."

"I promise." said the 4 mares together.

"OK, well let's get going to my house, I'll tell you on the way." Twilight, Fluttershy, Rarity, Applejack, and Pinkie Pie all made their way to Twilight's house as she began to tell her story. "OK, so like I already said, this was a while ago, before Spike and Rarity had gotten together, I was out doing things, getting some quills and such, I also picked up this amazing book, but that's not important, Spike said he wasn't feel well so he stayed home while I went out. I had picked up some medicine for him while I was out as well, and so I return home, and before I could say anything I could hear grunting as such coming from upstairs in my room, so I set my stuff down and ran upstairs quickly, thinking Spike was hurting and throwing up or something, so I reach my room, and open the door, and what I saw was, well, startling to me. There I stood, frozen, as I saw Spike, he was, well, he was 'playing with himself'."

"Dearie, you don't need to be coy, we all know that 'playing with oneself' means to masturbate."

"Oh, right, yeah, let me rephrase that then. So, I was frozen, and couldn't help what I was seeing, Spike was masturbating, on the foot of my bed, his eyes were closed and his head was leaning back a bit, and his claw was going to work on his, 'member', uh, I mean, penis. After what I saw finally hit me, my first thought was to yell his name to get him to stop, after all he lied about being sick just so he could stay home and masturbate, and because he was masturbating on my bed! I was so furious with him, yet at the same time I've never seen anypony, or dragon for that matter masturbate, so I was curious. I just stood there, watching him masturbate, I knew I should've said something, that I should've looked away, let him finish in peace, but I couldn't help but watch and be in wonder. I was watching him, staying silent for a while, until he said something that, well, didn't really surprise me, but in a way, at the time, in the heat of the moment, it kinda did. Watching Spike masturbate, made me feel all hot and bothered, and well, Rarity, as he was stroking away, I heard him moan your name quietly."

"Wait, my little Spikey-Wikey moaned my name, while he, um, masturbated?"

"Yes Rarity, he did. Anyways, after he moaned your name, I snapped out of my focused state, shook my head, and cleared my throat so Spike could hear me." But what Twilight didn't tell her friends was that Spike had actually moaned Twilight's name as well, that's why she interrupted him.

"Twi- Twilight?! Uh, what are you doing back, I thought you were going out to get some stuff?"

"I did Spike, and now I'm back, I was gone for a while, now, do you want to tell me why you're masturbating on my bed!?!"

"Um, Twilight, uh, look, I'm sorry, please, don't be mad at me! It's just, it's comfortable to sit here while I masturbate."

"Wait, how many times have you masturbated while sitting on my bed?!"

"Um, a few times."

"How many times is a few times, SPIKE?!"

"Uh, thirteen?"

"Thirteen times?! Spike! That's my bed! I sleep on that bed, with those sheets!"

"I've washed them a couple times for you."

"Oh my gosh Spike, how many times have you um, 'finished' while on my bed, on my sheets?"

"Just about everytime. But like I said Twilight, I've washed them a few times!"

"Jeez Spike, you didn't think about telling me like, 'Hey Twilight, just to let you know I've masturbated on your bed several times, and finished on your sheets, but I'm sure you wouldn't mind sleeping on dragon-stained sheets!"

"It's not like it hasn't dried or anything before you laid on your bed."

"That's not the point Spike, how would you like it if I masturbated and finished on your sheets?"

"I'd actually be OK with that to be honest."

"Ugh Spike I'm being serious!"

"So am I! Twilight it's not my fault you know!"

"It's not your fault that you're choosing to masturbate on my bed and finish on my sheets?"

"Well, I mean, Twilight, I can't help it!"

"Spike, everypony has urges, but you're old enough to know when it's the right time or not to listen to those urges!"

"That's why I wait until you leave the house!"

"That's not the point Spike, it's rude to masturbate on somepony else's bed!"

"Well you're to blame as well Twilight!"

"How am I to be blamed for this?"

"Because you're really hot Twilight!"

"Oh? You- you think I'm hot?"

"Yes, and I can't help it, I see you all time, and well seeing your plot all time can be too much sometimes!"

"Then how come you were moaning Rarity's name?"

"Well because, um, wait, how did you know I was moaning her name?"

Twilight got all red in her face and she tried to hide it, but couldn't, "Um, I may have been watching you for a bit."

"What? Twilight, this is supposed to be my private time! How long were you watching for?"

"Well when I got home, I heard you grunting, and well, I ran up here to check on you, and when I opened the door, I saw you masturbating, and I wanted to say something, but Spike, you see, you're the first boy I've ever seen masturbate."

"Wait, really?"

"Yeah, I mean, a part of me wanted to tell you stop, because you were on my bed, but because I'd never seen what you were doing before, I was curious, especially because you were moaning my name as well."

"Uh, wait, Twilight, please don't be mad at me for moaning your name."

"Mad at you? Oh no Spike, I'm not mad at you, trust me."

"Then why were you yelling at me?"

"How many times have you finished to the thought of me Spike, and while moaning my name?"

"Um, a lot."

"Do you only masturbate on my bed?"

"Sometimes I do, well mostly I do."

"Why my bed Spike?"

"Well, when I'm sitting on your bed, thinking about you, moaning your name, it makes it even better."

"What do we do Spike?"

"What, uh, what do you mean Twilight?"

"You know what I mean, while you masturbate, what goes on in your head, what do we do Spike, what do I do to you?"

"Is, is this a trap Twilight?"

"Nope. Tell me Spike, what would you like me to do for you right now."

"This is a trick, isn't it?"

"Oh Spike, you're cute when you're blushing, you know that?"

"What's going, I'm confused Twilight, you were yelling at me about masturbating on your bed, and now I just don't even know."

"I was upset Spike, but now I feel flattered. You've never had sex, had you Spike?"

"No, but what does that have to do with anything?"

"I'm also a virgin Spike, did you know that?"

"Well, not fully, but I've never seen you with anypony, so I kind of figured you still might be."

"Do you want to be my first Spike?"

"Wait, Twilight, do you mean that?"

"I do, I want to be your first Spike, and from how your penis has grown back up to its hardened state, I'd say you do as well."

"Well I mean Twilight, I like Rarity."

"You like me too though Spike, you said it yourself."

"Yeah, I guess, but I mean."

Spike shied away from looking at Twilight, when she got closer to him, he tried not to look at her, but he could feel her breath on his neck, her muzzle getting closer to his lips, he felt something wet and hot on his cheek, his eyes looking towards the source, he saw Twilight's innocent eyes staring back at his. "Please Spike, I want this." Twilight got close to his ear and whispered, "Fuck me Spike. I know you want too."

Spike looked into Twilight's eyes and nodded, "I do Twilight, I really do."

Twilight bit her lip, "Then hurry up and fuck me Spike. Do everything that you've always imagined and dreamed of doing to me." Twilight got onto her bed next to Spike, brushing her tail against his face before laying down on her back, exposing herself to him, "Come and get, big boy."

"Yes Ma'am!" Spike got on top of Twilight and began to kiss her lips, pressing his tongue inside of her mouth, meeting hers, kissing each other for a few moments before breaking away, "Wow, Twilight you are an awesome kisser!"

"Yes Spike, thank you, so are you, now are we just going to kiss all day or are you gonna do what you've been masturbating about for who knows how long?" Without even saying anything Spike just grinned, and looked down at Twilight's wet slit, before he shoved his dragoness inside of her, "Oh Spike! Keep going put it all inside of me!"

"Are you sure Twilight? I don't want to hurt you."

"Yes, I'm sure Spike, just be gentle, please." Spike nodded as he began to slowly insert the remainder of his member into Twilight's moist mound. "Oh yes Spike, keep going, I want all of you inside me!" Spike kept putting himself inside of Twilight, pulling out a little before shoving more of himself inside her. "Oh yes Spike! Oh my gosh you are the best assistant ever!"

"Better than Owlicious?"

"Way better than Owlicious, you're the only assistant that I would let do this to me! I never thought in all my life I would get to fuck a dragon, and to think that it's you! Oh Spike, fuck me faster with your big dragon cock!"

"Whoa, Twilight."

"What is it Spike? Why'd you stop?!"

"You called it a 'cock'."

"Yes Spike, you're old enough to fuck me, you're going to call it what it should be called!"

"I usually do call it my cock, or dick, I never thought you'd be this into sex Twilight, and this naughty!"

"Or you'll find out much about me Spike, I've never had sex, but I've read a lot, we're going to have lots of fun! Now stop talking, and keep fucking!" Spike did as he was told and he kept ramming his dick into Twilight's pussy, as Twilight was gyrating into his dick. "Oooooh Spike! Fuck you're so fucking big! I love how you feel inside of me Spike! I couldn't imagine anypony else as my first!"

"Same here Twilight! I can't believe I actually get to fuck you, and how wet your pussy is!" Spike and Twilight continued to fuck, as Spike leaned down to kiss Twilight, passion flowed between them, Spike getting deeper and deeper inside of Twilight's cunt, finally able to get his entire cock buried deep inside of her, causing her to let out a loud moan.

"Oh fuck Spike! Ooh yes, Spike!" Twilight's horn lit up and she used her magic to move her and Spike around, positioning herself on top of Spike, and began to gyrate on his dick, riding him like a cowgirl. "Oooh Spike, fuck yes, oh how I love how your cock feels inside of me!" As Twilight continued to grind herself on Spike, Spike placed his claws on her hips and pounded himself into her. Spike kept pounding Twilight's cunt and he could feel himself getting close to finishing.

"Oh fuck, Twilight, I- I'm going to cum soon!"

Twilight lit up her horn, "Oh no you're not! Remember those books I said I read?"

"What about them?"

"Well I found a spell in one of them, it's to help guys last longer apparently, so I'm going to try it!"

Twilight used her magic on Spike and he began to feel it, "Oh fuck Twilight, oh it feels so good! I'm, I'm gonna cum!!"

"What? Spike no!" Twilight yelled at Spike to stop, but it was too late, he moaned as he released his cum inside of Twilight. "Oh, fuck Spike!"

"So- sorry Twilight, when you used your magic I felt so good and it increased my pleasure greatly, I think you used the wrong spell, I couldn't help but cum after you used it."

"Well, at least you helped me cum as well Spike, but yeah, I'll have to check on those spells, because after you came I felt INCREDIBLE!"

"So Twilight, how was your first time?"

"It was amazing, you felt so good in me Spike, how was your first?"

"It was awesome. You know, I'm really glad you caught me masturbating Twilight."

"Well you sure aren't a baby dragon anymore Spike, that's for sure." Twilight leaned into Spike and kissed his lips as he kissed her back, as Twilight slid off Spike and laid next to him. "Maybe if you're good Spike, we'll do this again." Twilight winked at Spike as she said that, kissing his cheek, then started to get off the bed. "Well, I better get cleaned up, you better too Spike."

"Yeah, of course, so Twilight, still mad about my cum being in your sheets?"

"You know now that you mention it, I'm not that upset about it anymore, as long as it's just me you're thinking about when you masturbate, oh and only when I'm not here can you masturbate."

"Why do you say that Twilight?"

Twilight giggled as she looked back at Spike before going into her bathroom to shower, "Because silly, as long as I'm home and you're feeling horny, chances are I probably will be as well. Now then Spike, are you going to join me in the shower or not?"

Spike got up off the bed and ran over to Twilight, "Of course, I'd be a fool to not join you!"

Twilight looked at his dick and saw it was already hard again, "Wow Spike, I see you don't take long to get ready again, I think Princess Celestia won't be getting a letter today." Twilight kissed Spike on the lips as they made their way into her bathroom, shutting the door behind them.

"So, um. That's how your first time went then, Twilight?"

"Yeah, that was it."

"Well what about when y'all went into your bathroom together to shower, how'd that go?"

"Let's just say Applejack, that Spike and I didn't really focus on getting clean in the shower that time, or anytime that we showered together."

"Well you know dear, it's not good to have all that unprotected sex, you could have gotten pregnant you know."

"Oh Rarity, you don't think I'd be that foolish, do you? I was on birth control, and of course using subtle magic to ensure I don't get pregnant helped."

"Right, of course. So you two just had sex, all day, right?"

"Well it wasn't all day Rarity, and like I've been saying this was way before you two were together, and we haven't even thought about it since you two have been dating."

"Well OK, since it was before we got together, I suppose I shouldn't be that upset about it. After all we're best friends, and I know best friends wouldn't have sex with their best friend's boyfriend."

"Gee Rarity, could you be more subtle if you tried."

"Oh Applejack, I don't know what you're talking about."

"Um, girls. Do you think we could get back to getting to Twilight's house, and um, helping me find Rainbow Dash, if that's OK with you that is."

"Fluttershy's right girls, we should hurry up and get to my house so we can decide where we should search for Rainbow Dash."

"Well shouldn't the first place be her home? I mean, ain't that the most obvious."

"Uh, Fluttershy, do you want to fly up to her home and see if she's there? Maybe she's back from wherever she went to."

"Oh, uh, sure. Maybe she will be home, that'd save us all a lot of trouble." Fluttershy began her flight up to Rainbow's home which just happened to be right above them, when after only gaining a few feet in the air she collapsed onto the ground. "O- Ow."

"Fluttershy! Oh my gosh what were we thinking you just got out of the hospital, you're in no condition to be flying yet!" Twilight ran to her friend to console her, "Look, you stay down here with the others, I'll fly up there and see if she's home." Twilight spread her wings and took off towards Rainbow's home, upon reaching the front door Twilight knocked, but there was no answer. "Maybe she's sleeping, surely she won't be that mad if I came in through a window and explained the situation to her, once she knows what happened to Fluttershy and how she has something to say to her, I'm sure Rainbow will happily talk to her... Hopefully." Twilight flew up and went into the nearest window, calling out for her friend. "Rainbow Dash! Are you here? Somepony important wants to talk to you!" No reply, "Hmm, either she is really a deep sleeper, or she really isn't here." Twilight walked around Rainbow's home, looking for a sign that she'd have been recently home. "Wow, I can't believe how big Rainbow's home is, why would you prefer to sleep in trees, when she has this big spacious place. I guess I've never realized it but this is the first time I've been in her house." Twilight continued to wander around, when she found the stairs and walked them upstairs. Reaching the top she looked around and found what she assumed to be Rainbow's room, pushing her door open she made her way inside. "Wow, Rainbow has such a gorgeous room, didn't really expect this from a pony who claims she doesn't care about looks or beauty that much. Today is just so full of surprises I guess." Twilight kept looking around seeing all the Wonderbolts posters, and pictures of herself on the wall with the Wonderbolts, and just pictures of Rainbow Dash herself, "Wow Rainbow, a little conceded are we? I mean you have a signed poster of yourself, saying, 'For the best Pegasi to ever exist - Love Rainbow Dash.' Seriously Dash?" Twilight went over to the small desk next to Rainbow's bed and peeked around it a bit, when she noticed a note next to a lamp reading, "Dear Fluttershy, if you're reading this, then obviously I haven't come back home to get rid of it. I wrote this in case you ever decided to come to my house in hopes of seeing me again, then in a sense broke into my home, but I'll forgive you for that I guess. The point of this letter is that it's to let you know I'm not coming back home, I'm sorry, but you did hurt me really bad Fluttershy, and I had to get away from Ponyville, I'm sure one day I'll come back, but I don't know when that is. Also, I don't know exactly where I'm going, so don't look all around Equestria for me, you probably won't find me. I cared about you a lot Fluttershy, I always will too, but I just need to be alone for now. - ~~Love~~ Rainbow Dash" Twilight looked over the note, reread it a few more times, just to make sure she read it right, but she noticed spots on the paper, dried spots, from tears. "Oh Rainbow Dash, just where did you fly off to?"

"Who are you?"

~

"I'm going to ask you again, who are you and why are you in Rainbow's house?" Spitfire had just landed in Rainbow's room from one of the windows when she noticed a purple Pegasus standing over Rainbow's desk. "Answer me, or I'm going to have to get mad."

Twilight turned around to face the Pegasus calling her out, and who she saw was quite the shock to her. "Wait, Spitfire? What are you doing here?"

"Huh? Twilight? Twilight Sparkle, err, I mean, Princess Twilight Sparkle. I guess I didn't notice you from behind, and without seeing your horn."

"Spitfire, why exactly are you in Rainbow's house?"

"I could ask you the same thing Princess."

"Please, call me Twilight. I'm still not comfortable with being called Princess, and I'm here to find Rainbow, and what about you?"

"Rainbow asked me to come get a few things for her."

"Wait, Rainbow asked you to?! Spitfire, where is Rainbow?!?"

"Back at the hotel, why exactly are you looking for her?"

"Well for Fluttershy, you see Spitfire-"

"I know already Twilight."

"Wait, you do?"

"Yes, Rainbow told me all about it."

"Then you know why Fluttershy needs to talk to her!"

"That's not going to happen Twilight."

"What, why not?"

"Rainbow was hurt when Fluttershy rejected her, it hurt her bad, she told me it was like a knife cutting her deep, and I'm not going to let anypony hurt her again, especially not the same pony twice."

"Look Spitfire, you don't understand, Fluttershy's sorry, after Rainbow left she couldn't do anything, she didn't want to do anything, she wants to be with Rainbow now, she knows she made a mistake, she told me so!"

"So just because Rainbow left, now suddenly Fluttershy's sorry and wants to be with Rainbow now? Sorry, I'm not buying it, you need to work on your sales pitch Twilight."

"Ugh, I'm being serious here Spitfire! Tell me where Rainbow is so Fluttershy can apologize and make amends!"

"What part of, 'I'm not telling you where Rainbow is', do you not understand? Rainbow wanted me to come get a few of things for her because she was worried that she'd run into one of you, especially Fluttershy. You read that note, Rainbow doesn't want to come back anytime soon, especially not for Fluttershy."

"Just because Rainbow confided in you, when she was probably drunk mind you, doesn't mean suddenly you two are now so close, Rainbow's my friend and you have no right to hide where she is!"

"I have no right? You best watch where you're treading 'Princess', Rainbow did more than confide in me, she opened up to me, and I opened up to her, and we shared the most amazing intimate time, I was able to have the honor of giving her her first orgasms, well, from another pony I mean. I just wish she was able to do the same for me, but sadly, I already did before Rainbow, which I regret I didn't wait, but I didn't know Rainbow at the time, or else I would have waited."

Twilight was beyond irritated at this point, not believing a word Spitfire was saying, Twilight was getting pissed, "Yeah, you're a horrible liar Spitfire, you really expect me to believe that you and Rainbow did all that? Right, I'm sure."

"I'm not lying and you know what, maybe tonight we'll make love for the first time, and I can be Rainbow's first, which I would love nothing more than to be that." Spitfire then walked over to Twilight and whispered into her ear, "You know what Twilight, I even told her that I would love for her to be my marefriend when she asked me to be, and I wouldn't be embarrassed like a certain somepony would be, and I think we both know who I'm referring to, if not here's a hint, she's the mare who broke Rainbow's heart, and made her feel unwanted, luckily I was there to pick her up off her feet, and made her feel loved and wanted again."

Twilight had had enough, she lost control of herself and hit Spitfire across her face with her hoof. "How dare you insult my friend! Now you tell me where Rainbow is now you bitch or I'll have you arrested for disobeying a Princess!" Twilight's face went from purple to bright red in a matter of seconds as she stomped her hoof on the ground, "NOW!"

Spitfire chuckled slightly as she looked at the mare who just struck her, "Oh Princess Twilight Sparkle" said Spitfire mockingly, "You have no idea how badly you just pissed me off, you can forget about ever knowing where Rainbow was, and you can tell Fluttershy that because of your stupid action to hit me, might I add, like a bitch, that she will never see Rainbow again, now you can leave or I'll have YOU arrested for breaking and entering!"

"Don't you threaten a Princess!"

"You may have the wings, the horn, and the crown, but I will never bow down to you as a Princess, a Princess isn't based on how she looks, but on her actions, and hitting me for no reason, other than me telling the truth, was not the action of a Princess. I'm outta here, and don't even try to follow me, you're still a newbie with your wings, so you won't be able to catch up anyways. I'll just have to explain to Rainbow that I wasn't able to get some of her things, I can't wait to see the look on her face when she asks about the mark on my face, and I tell her it was you. I would say cya, but we both know you won't." Spitfire turned away from Twilight and spread her wings about to take off, "Oh, before I go, thank Fluttershy for me, I can't truly hate her after all it's because of her that I can be with Rainbow now."

Twilight blinked, and Spitfire was gone, a few moments after she left, Twilight sat on her hind legs, and looked down at the cloud floor, "What have I done, now we'll never know where Rainbow is, and I can't get her in trouble because she's right, I did hit her, and I didn't need too, and if she got arrested, Rainbow would never forgive me. Oh Fluttershy I'm so sorry for my mistake." Twilight grudgingly spread her wings, and took off for her friends on the ground.

~

"Man, I wonder what's taking Spitfire, she's fast so I know it wouldn't even take her that long, oh no, what if something happened, what if she got hurt?" Rainbow paced around her and Spitfire's hotel room whilst thinking aloud. "No, I can't think like that, come on Rainbow, you know Spitfire better than that, she's Captain of the Wonderbolts! She'll be fine, she's probably just having a little trouble finding the stuff I asked her to get, after all she's never been in my house." Rainbow kept walking around the room while still pondering, "Maybe I should have just went, or at least went with her, no, no, it's good I didn't go, I might've run into my friends, or Fluttershy, I'm just not ready to face them yet, especially not her..."

"Hey babe, thinking about me?"

Rainbow turned to face the voice of the mare that spoke to her, "Spitfire! Oh man have I missed you, what took you so long, and how come you don't have anything?" Spitfire turned her head so Rainbow could see her one cheek, in which Rainbow's initial response was a gasp, "Oh my, Spitfire what happened?!? Who did this to you! I'll kill them!"

"Easy Dash, it was just a misunderstanding, on probably both our parts."

"What do you mean a 'misunderstanding'? Between who? Spitfire just messing around seriously, who did this?!"

"You know them."

"I do?" Well who was he, or she?"

"Well I'll give you a hint, she's purple."

"Purple? The only purple mare I know is... Wait, Twilight?" Spitfire nodded slowly as a response, "Twilight, as in Twilight Sparkle, as in the new Princess Twilight Sparkle?!?" Again Spitfire just nodded, "I don't get it, why would Twilight hit you? Wait, why did Twilight hit you, I thought you were just going to my house?"

"I did just go to your house, she was there, in your room, reading that letter you left for Fluttershy."

"Wait, Twilight was in my house, well I suppose she can fly now so, she could get up there, but why was she in my house?"

"I wish I knew, all she said was that she was trying to find you."

"So she hit you?"

"Yeah, she was getting mad, thinking I was lying about me and you, and demanded I tell her where you were."

"Did you?" Rainbow asked worryingly, "Or what'd you tell her?"

"Of course I didn't tell her where you were, you didn't want me to, and I promised I wouldn't. She asked me where you were and I told her you were back at the hotel, that's all I said about where you were."

"But why did she hit you Spitfire?"

"I really don't know Dash, and I already told you, call me Fire, I'm your Fire."

Rainbow blushed and said sheepishly, "Heh, yeah, I remember, uh, Fire."

Spitfire walked over to Rainbow Dash and kissed her lips passionately, "Mm, I missed the taste of those lips." Spitfire placed her hooves on Rainbows face and kissed her again, "I'm sorry I couldn't grab any of your things, but I just was getting tired of Twilight calling me a liar, and I just couldn't take it anymore after she called me a bitch, so I had to get out of there, and no, I didn't hit her back, I just left."

Rainbow backed away from Spitfire, "She, she called you a bitch? But, why?"

"She thought I was lying Dash, thought I was making it all up, even the part where I told her we opened up to each other, I wasn't going to stand there and be called a liar for no reason, we'll have to just get your stuff a different day, or just get you all new stuff, okay?" Spitfire walked over to Rainbow and kissed her lips again, "I'm glad you came here to escape Ponyville, I'm glad I ran into you outside that bar, I'm glad you came back to my hotel room with me, but most of all I'm glad that I get to be with you. I'm not going to let anypony hurt you anymore Dash, not again. I promise." Spitfire kissed Rainbow more passionately than before, feeling Rainbow's tongue enter her mouth, her own tongue played with her marefriend's.

Rainbow broke away from the kiss, and looked into Spitfire's eyes, and as she did Rainbow could feel tears coming from her eyes down her cheeks, "Spitfire, or as I should say, Fire, MY Fire, you got hurt because of me, you were protecting me, thank you." Rainbow licked Spitfire's cheek where Twilight hit her, "I want to be with you Spitfire, now, and hopefully forever."

Spitfire looked at Rainbow curiously, "Hopefully forever?"

Rainbow chuckled slightly, "I don't know what the future has in store for us, but with all the control I have, I will always want you in my life, I just hope that our future does as well." Rainbow kissed Spitfire, pressing her lips as hard as they could against her marefriend's soft and tender lips, then broke away. "However, there is one thing that needs to happen before we can go further with our relationship."

"And what's that Dash?"

"I need to go back to Ponyville."

"Oh."

Spitfire lowered her head and looked away, Rainbow took this opportunity to lift her head back up with her muzzle then kissed her lips, "And you're coming with me."

Spitfire's eyes brightened after Rainbow told her that, "Really? You want me to come back with you?"

Rainbow kissed her again, "Of course, I've never met or known a mare like you, you're my Fire, you're far more rare than a one-of-a-kind pony. I've never felt as much as I've ever have before than with you, I can't explain it, but you mean so much to me already."

Spitfire kissed Rainbow, and held her close with her wings, pulling Rainbow in for a tight embrace, "I've never felt anything like this before either Rainbow, in fact if I wasn't already a lesbian, I'd be one just so I could be with you." Spitfire kissed Rainbow's neck, and whispered into her ear, "I want to make love with you Dash, more than anything."

Rainbow looked into Spitfire's eyes again, and kissed her muzzle, "I want too as well Spitfire, but I need all my friends to know first, and to clear things up with Twilight, I'm still mad that she hit you, she had no reason to, so I'm going to make sure she apologizes, also, then I'll be able to get some of my stuff."

"Of course Dash, I just hope Twilight doesn't try and hit me again." Spitfire chuckled lightly, "I mean not that I'd be afraid or anything, it actually didn't even hurt that much to be honest."

"Don't worry, Twilight won't hit you again, I won't let her, like you told me, you won't let anypony hurt me, and I won't let anypony hurt you. Also, do you think if all goes fairly well we could stay that for a few days?"

"Sure babe, if you really want to, then I'd love to stay with you in your house, which is beautiful by the way."

Rainbow laughed softly, "Thanks, although I'm sure it's nothing compared to yours."

"Oh yeah, you've never seen my place, well, you will eventually, I'm sure of that."

"I sure hope I do. Thank you Spitfire."

"For what Dash?"

"For being you, for being my Fire, for allowing me to depend on you, you're my dependency."

Spitfire kissed her marefriend, "Well you're my dependency as well Dash, you mean more to me than any other pony I've met, I only have one regret Dash, know what that is?"

"What's that?"

"That I couldn't eventually give my virginity to you, if I had known you at the time, I would have waited."

"At least I'll be able to give you mine."

Spitfire kissed Rainbow and wrapped her wings around her, as Rainbow did the same, kissing Spitfire back in the process. They continued to kiss each other passionately as they made their way to bed that will always contain their intimate memories. Holding each other close they kept kissing each other, remaining in each others embrace as they laid down as tight as they could be together. Kissing for several minutes they broke apart to catch their breaths and to take a break, "So Dash, when are we going to Ponyville?"

Rainbow smiled at her beautiful marefriend and spoke, "Tomorrow, today, I just want to spend the entire day with you on this bed, this wonderful, wonderful bed."

"Sounds like a plan." Spitfire smiled back at her gorgeous marefriend as she kissed her, the both of them relaxed, as they held each other close, knowing tomorrow, Rainbow would face her friends after being gone for so long, and Spitfire would be right there, by her side, and Rainbow would also see Fluttershy again, not really knowing what to say to her, and if Fluttershy would even say anything at all, but nopony would know for sure, until tomorrow came.

Author's Note

First of all let me just say SORRY!!! I know this third chapter took FIVEEVER!!! But I kept encountering lots of problems in my non-writing life, things that I won't go into right now, but I would like to say that I have (mostly) everything worked out, so my writing is back on track! For the most part! I would like to say thank you for those who waited, and I hope this was worth the wait, also I decided to keep the chapters at around 10,000 or so words (so in between 9-11 thousand), if people would like longer or shorter chapters, let me know, input is greatly appreciated, (This chapter is exactly ten thousand words, not sure how I managed that.) One final thing, because I figured everything out, I am now able to dedicate at least 1.5 hours a day, everyday, no exceptions, so expect chapters more so than before! Also, I figured with season 4 and such, I'll probably have chapters done on Saturdays now, early morning, before each episode. Again, thanks for everypony who waited it out, I promise, things will be different from here out, so everypony have a great day and enjoy this chapter! (Also Episode 4)