Loyalty + Kindness = Love?

by CharizardDash

Rating: mature
Tags: Sad, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Spike, Romance, Sex, Spitfire, Princess Celestia
Length: 23488

(This is my first story, so please don't judge based on that.) Fluttershy and Rainbow Dash talk intimate things about themselves, and make a few confessions. Will what they said change their friendship?

Fluttershy and Rainbow Dash are spending some time together alone, and when the two of them start confessing certain intimate things about themselves, things happen, that neither of them were expecting.
Note, this work of fiction contains lots of interesting elements, ships, and a wee bit of mature content *sex*.

Published 2013-08-24 18:20:02 UTC
Last updated 2013-12-07 14:52:24 UTC

Chapter 1 ~ Confessions.

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.

Chapter 2 ~ Repercussions.

How many days was it since Rainbow Dash had left her cottage, this thought constantly passed through Fluttershy's mind, being the main focus she'd had. She tried to not think about it, the situation that happened that caused her to leave, the words she said to her, "Do you even care to how that would affect us," "affect our friends," "affect me?" As Fluttershy continued to think back to that night, not even aware anymore of how many days had even passed, she just cried. "Affect me?" "Affect me?" "Affect me?" Those words taunted her, tormented her even, but not as badly as when she saw Rainbow leave, and saw those tears fall to the ground from where she was. Rainbow Dash never cried, not ever, so in order for her to cry she'd have to be beyond hurt, she'd have to be devastated, and that's exactly what she did, she had destroyed her friend, she crushed Rainbow Dash, and that cut her deep with the sharpest blade.

Rainbow Dash was sitting by herself in a bar, downing glass after glass of her favorite Hard Apple Cider. "Hey Barkeep," Rainbow gestured with her glass towards the stallion behind the counter, "get me another one!" Rainbow was drunk, she knew that much, but it eased her pain, made it so she didn't have to think too much about anything, especially things that caused her to hurt, things that caused her to cry. She stared at her empty glass as the bartender was making his way towards her, as she stared at her glass, she thought back to that night, she tried not too, but it inevitable. They were having a good time, both she and Fluttershy were enjoying it, a lot. Any problems either of them had seemed to dissipate, all of their worries gone, the whole world seemed to fade away every time they kissed, but then it had gone wrong, when she whispered into her ear, "I can't wait to show off my mare-friend to everypony in Ponyville, and to all our friends." "Was I really so wrong into saying that, even thinking it?" Rainbow thought to herself, she really did want Fluttershy to be her mare-friend, she was perfect. So kind, so graceful, she was gorgeous, smart, she was everything good in the world, and now, she was gone...

Fluttershy continued to lay on her bed, though as comfortable as her bed usually was, now, if felt like she was laying on a bed of nails. "Oh Rainbow... I'm so sorry." "Sorry for what?" That was Rainbow's voice, Fluttershy knew it, she perked her ears up and looked around, but the Pegasus was nowhere to be found. "Maybe I'm imagining things, but, I swear that was Rainbow's voice." Fluttershy continued to lay painfully on her bed, now even more depressed than before. "Jeez, what are you all mopey for? I know some things happened the other night, but we can forgive each other, right?" Fluttershy continued to lay down, and she closed her eyes, even if Rainbow Dash really wasn't there, she could believe she was, and that made her happy. "Oh Rainbow, I never should have said all those things to you, I was wrong." "Pssh, don't you think I forgave you already?" Fluttershy heard something from downstairs, but what was it? Fluttershy listened closely as she waited for it again, 'knock knock'. Fluttershy was so caught up in her thoughts, she didn't even hear her door the first time, she slowly got up from her bed, and made her way downstairs. Fluttershy approached her door, and before she opened it, she looked at the clock on the wall, it read 3:37 in the afternoon, her mood sunk as she opened the door, it wasn't who she thought it would be, more so it wasn't the one pony she wanted to see right now more than anypony, it wasn't Rainbow Dash.

"Oh darling, I'm so glad you're home! Where have you been dear?" Asked an elegant-like pony, "Nopony's seen you in days!"

"Oh Rarity, I've been umm, taking care of my animals of course!" Fluttershy lied, she never lied, between her and Applejack, they were two of the most honest ponies there were around, yet Fluttershy just not lied, to one of her best friends even.

"Oh, well it's good to know that you're still here. Anyways, would you be able to help me this afternoon with a teensy, itty-bitty favor?" Rarity looked at Fluttershy with a look that nopony could say no to.

"Uh, sure Rarity, what do you need help with?" Fluttershy said obliged, Fluttershy would always help her friends when they asked her, so she didn't see the point in Rarity giving her the sad pony eyes.

"Oh thank you dearie, it's not anything too big, it's just I have some clients who are just about the same size you are, Pegasi of course, and they wanted some custom dresses, so I was wondering if you'd be able to help me with fitting them?"

Rarity usually always came to Fluttershy when she needed somepony's help with modeling for Pegasi, as she was always the most willing, but today, she wanted to do nothing but lay at home, alone in her thoughts. But she had already said yes, so, she had too. "Of course Rarity, but-" Fluttershy didn't know what to say next, so she just stared at Rarity with a blank face.

"But what dear?" Rarity asked, unsure of Fluttershy's hesitation at this point, "Is something the matter?"

"Oh no, nothing's wrong, it's just, I thought Rainbow was helping you with modeling lately."

Rarity got a look on her face with a mix of confusion, and embarrassment, "How do you know that Rainbow helped me with some modeling?"

"Oh, she uh, told me the other day, a while ago."

"Was that all she told you about that?" Rarity asked, concerned.

"Yes, all she told me was that you asked her for some help with modeling, that's all."

"Oh, well, I asked her because you were busy, besides, nopony's seen her for a few days anyways, Pinkie said she saw Rainbow flying away from Ponyville a few nights ago, and she hasn't been seen since."

This worried Fluttershy, not only did Rainbow leave her cottage a few nights ago, which now she knew at least how long it really was, but that she had left Ponyville altogether, and nopony knew where she left too. "Oh, well maybe she's out doing practices and stuff, she could also just be at home too, taking a long nap or something, you know her, if she's not practicing, she's napping." Fluttershy did her best to hide her worries and concerns, "Well, of course I'll always be happy to help you Rarity."

"Oh Fluttershy thank you, this means so much to me!"

Rarity embraced Fluttershy in a hug, and it shocked Fluttershy, not that Rarity gave her a hug, Rarity always hugged her friends when they helped her out, but what shocked her was that Fluttershy realized that she hadn't been touched by anypony since Rainbow left, and it made her miss Rainbow's touch. As Rarity embraced her friend, Fluttershy's stomach growled, signifying that she was hungry. "Oh my, sorry for that Rarity, I must be hungry." Fluttershy backed away from her friend and tried to hide her face under mane.

"Oh it's quite alright dear, just make sure you get something to eat, and meet me at the boutique at 5, OK?"

"Yeah, sure Rarity, I'll see you at 5."

"Great, see you then darling!" Rarity left Fluttershy's cottage and waved her goodbye.

Fluttershy stood there for a little while longer before shutting her door, and Angel hopped over to her. "Oh Angel Bunny, I haven't seen you in a few days, sorry." Angel stood and stared at her blankly, "What is it Angel, is something wrong?" Angel started rubbing his stomach and pointed at the clock, "Oh you're hungry, of course, let me get you something to eat." Fluttershy started making her way to her kitchen when her stomach growled again and Angel looked at her. "Oh don't worry about me Angel, I'll fix you your dinner." Angel stared at her with a look at concern, and pointed at the calender, next to the clock. "Oh, were you pointing at the calender before Angel, I thought you were pointing at the clock, I thought it was a little early for you to want your dinner." Fluttershy's stomach let out a growl yet again, this one louder than the previous two. Angel kept looking at her and at the calender. "Oh Angel, I mean, I know it's been a while since I last ate, but I'm fine, I promise." Another lie, this time to her own loving pet, what had gotten into her for her to lie, especially to both Rarity, and Angel. Angel kept looking at her while tapping his foot repeatedly on the floor. "Oh, well, I suppose I can eat something, I'll just go to the cafe near the boutique and get a little something, though I'm just not that hungry." Fluttershy tried to fake a smile, but Angel wasn't fooled. "OK Angel Bunny, I'm going." Fluttershy grabbed her saddlebags and left her cottage.

Rainbow Dash continued to sit at the bar, now just nursing her cider, after having so many, but not wanting to stop drinking all together. "You know Rainbow Dash, you shouldn't drink this much, it's not good for you." Rainbow quickly looked around the bar, searching for the owner of that voice, but finding nothing. "I swear I heard Fluttershy's voice just now, or was I just imaging it?" Rainbow shook her head and went back to slowly drinking her cider.

A stallion walked over to where Rainbow was sitting and sat on the stool next to her, "Hey there, name's McGulligan, Stout McGulligan, mind if I buy your next cider?" Rainbow looked over at the stallion, he was a decent sized stallion, a little smaller than Big Macintosh, his coat was of a dark brown, mixed with a burnt red. His mane was a mix of the two colors combined together, there wasn't anything too special about him, just an average stallion in the eyes of Rainbow.

Rainbow looked back at her drink, taking another sip before replying to the stallion's gesture, "Thanks, but no thanks, I'm not interested." She took another sip and looked out of the corner of her eye and saw him still looking at her. Rainbow turned to look at him again, "Look, it's nothing against you personally or anything, but I'm just not into stallions, sorry for bursting your bubble."

"Could I at least get your name, I couldn't help but admire your beauty from where me and my mates are sitting, over there." Stout tilted his head in the direction of his buddies, and Rainbow took a slight look over where he gestured, and she saw something that took her by surprise.

"Flu-Fluttershy?" Rainbow whispered slowly, then shook her head and looked again, this time more directly to see if her eyes had deceived her or not, they had. Rainbow looked in the same spot as before, but this time, she didn't see Fluttershy, just a Pegasus, a mare, who at first thought believed her to be Fluttershy, either because she hoped it was, or her mind was playing tricks on her.

"You're name's Fluttershy?" asked Stout, unsure if that's what he really heard or not.

"Huh, no, it's not Fluttershy, my name's Rainbow, Rainbow Dash."

"Wait, you're Rainbow Dash?!" Stout looked at her shocked, "You're really Rainbow Dash?"

"Yeah," Rainbow looked at him questionably, "Why?"

"That mare over there, at the table you looked at, she was talking about you, how awesome she thought you were, how she saw you at the 'Best Young Fliers Competition', and she was at the Wonderbolts Academy when you were there to try-out as well, she's been saying she's your biggest fan."

That last line struck Rainbow's heart, and it caused her to hurt, she remembered back, a while ago, there was a Pegasus, a mare who said the same thing to her, and Rainbow thought back to that moment. "You know Rainbow Dash, I may not be the loudest cheerer, or the greatest, but, I want you to know, I'm your biggest fan, if, that's OK with you that is." Fluttershy gave her a big smile and hugged her friend proudly. "Fluttershy." Rainbow looked back at her drink and a tear ran down her eye, and fell from her cheek, hitting her hoof. "Oh Rainbow, don't cry, I'm sorry." Rainbow looked to her left to where she thought she heard Fluttershy's voice coming from, but all she saw were some ponies sitting and drinking. "I'm sorry Stout, but can you please leave me be, I'm having a bad day today."

"Uh, sure, sorry to bother you Rainbow." Stout left his stool and walked back to his friends at their table, leaving Rainbow alone to be with her thoughts.

Fluttershy walked into Ponyville and started making her way towards the cafe, when she heard a familiar southern accent in the slight distance. "Apples here, get your apples! We got; apple pie, apple strudel, apple tarts, apple cake, red delicious apples, golden delicious apples, we got all kinds of apples, all kinds." Applejack was doing her usual pitch when she saw Fluttershy a short ways away and called her over. "Fluttershy? Fluttershy that is you! Git on over here girl!"

Fluttershy turned to see Applejack waving her on over, and trotted towards her, "Oh hey Applejack, how's business going today?"

"Shoot, it's goin good, but forget sales, how you been sugarcube? I ain't seen you in days, nopony has, you been doin good?"

"Ye- Yeah, I've just been at my cottage, taking care of all my animal friends, you know how it goes." Yet another lie to another one of her friends, this time to Applejack! Applejack, of all ponies to lie to she lies to Applejack, the element of honesty!

"Oh, well sugar, as long as you've been good, then that's uh, good. Anyways, you haven't seen Rainbow Dash around lately, have ya? Apparently she left Ponyville a few days ago, according to Pinkie Pie that is, but knowin her, she could've just had a whole lot of sweets and just saw a bunch of purdy colors, hehe." Applejack looked at Fluttershy and saw how she was just looking down, rubbing her front hoof on the other.

"Yeah, Rarity told me about how she left already, but no I haven't seen her, I haven't seen anypony." So not even Applejack knew where she was, usually whenever Rainbow would go somewhere outside of Ponyville, she'd at least let either her or Applejack know, knowing they would keep it a secret, but if Applejack was asking, then she had no clue either. "But, I'll be sure to keep an eye out for her, I was actually coming into town for something to eat at the cafe, and to help Rarity with some modeling at 5."

"Ah, well, I won't keep you then, take it easy Fluttershy, cya around." AJ waved Fluttershy bye as she went back to helping customers at her stand, but couldn't help notice how mopey Fluttershy looked, and how slowly she was trotting away.

Fluttershy continued to walk slowly towards the cafe, keeping her head down, and staring at the ground, wondering when Rainbow was going to return back home, if she ever was. She kept slowly trotting along when she bumped into somepony who caused her to fall backwards onto her hind legs. "Ouch." Fluttershy said as she rubbed her head with her hoof, "That hurt." Fluttershy looked up at the pony with whom she bumped into, she saw who it was, it was a purple coated Alicorn, who was also rubbing her head. "Oh, hey Twilight, I'm sorry I bumped into you, I wasn't really paying attention."

Twilight Sparkle looked at the pony she collided with, "Oh Fluttershy, it's alright, I wasn't really paying attention either, I was too busy reading this amazing book, and I got really into it." Fluttershy glanced at the book Twilight was reading, but before she could get a good look at it, Twilight scooped it up with her magic and put it away in her saddlebag, blushing a bit as she did so. "Hehe, it's just a book on, umm, you know, flying, yeah flying, that's all, still not really used to these wings yet, thought reading would help."

Fluttershy looked at her with a disbelieving look, thinking back to what Rainbow told her about some of Twilight's reading material, "Twilight, has some 'adult only' books." This, coupled with how quickly Twilight hid her book, made Fluttershy think this wasn't any ordinary book, let alone on 'flying'. "Right Twilight, I'm sure it's a good read." Fluttershy stood back up on her hooves and brushed herself off, "Anyways Twilight, I should get going, I was actually on my way to the cafe for some early dinner."

"Oh, well, let's talk a bit first, I haven't seen you in a while, nopony has, where have you been?" Twilight asked her with some concern.

Fluttershy thought a bit before answering, deciding that she's already lied to everypony who's asked her the same question before, may as well stick with the same answer so nopony gets suspicious. "I've just been at my cottage, taking care of my animals and such, that's why." Fluttershy gave a slight smile, trying to convince Twilight that was the truth.

"Oh," was all Twilight responded with, not really doubting her, Fluttershy had no reason to lie, so she believed her. "Anyways Fluttershy, have you-"

Fluttershy cut her off, already knowing what she was going to ask her, "No, I haven't seen Rainbow Dash at all the past couple days."

"How'd you-"

Again, Fluttershy cut Twilight off with her response, "Well Rarity and Applejack already told me, so I already know, Rainbow left a few days ago, and Pinkie was the last to see her."

"Oh, well I was just making sure, we're all a little worried, she's usually not gone this long, or at least she lets somepony know where she's going. Are you sure she didn't mention anything to you before she left, and maybe you just forgot or weren't paying attention?" Twilight was getting really questionable now, and it was getting to Fluttershy, knowing she had to keep lying to her friends, not wanting to face the truth, because she knew why Rainbow left, and she knew she probably wasn't going to come back, or if she did, not for her.

"No Twilight, she didn't, the last time I saw her was the day before she left I guess, if according to what Pinkie said, she left a few days ago, I saw her last on Tuesday." More lies, that's all she's become now, a liar. Telling lies after lies, only because she didn't want to face the truth, face reality with her friends, that Rainbow left because of her. Fluttershy's stomach growled with pain of hunger, yet she could feel the sting of regret coming from her heart. "Oh my, I must be going Twilight, I'm awfully hungry." Those words came out of Fluttershy's mouth, yet she didn't believe them, she knew her stomach craved for food, yet she herself wasn't hungry at all, in fact she felt full, full of despair, regret, sadness, everything except food.

"Well, I hope you have a great lunch then Fluttershy, I'll see you around, OK?" Twilight asked her friend with a voice of concern, a part of Twilight wanted to stick around with Fluttershy, making sure she was as fine as she let on, yet another part of her didn't want her friend to feel suffocated, so she let the latter side win.

"OK Twilight, I will, and of course we'll see each other again, that's what friends do." Fluttershy gave a fake smile as she walked away from Twilight, her fake smile slowly turning into a real frown, as she kept making her way towards the cafe, and with each step she took, she regretted more and more leaving her cottage this afternoon, wishing she was still at home to be left alone, and to cry herself to sleep, just as she had the past few nights.

"Fluttershy!" Fluttershy turned to the direction that her name was being called from and before she knew what really happened she was knocked to the ground, Fluttershy's head spun from the impact, and as she tried to get a clear idea of what happened she saw a pink pony with the poofiest of manes standing over her, and looking at her with the biggest smile in the world.

"Pinkie Pie? What are you doing?" Fluttershy asked her friend who just tackled her to the ground, and was staring at her intently. "Pinkie?"

"Hmmm," went Pinkie Pie, then she helped Fluttershy up and began to examine her quite thoroughly, looking at her from each and every angle. "There's something different about you, I'm sure of it. But what is it." Pinkie looked deep into Fluttershy's eyes and rubbed her hoof on her own chin, "Ah ha! I figured it out!"

"You did?" Fluttershy asked, not quite sure what was going on. "What did you figure out exactly?"

Fluttershy looked at Pinkie as she was looking back at her, silence between them, Fluttershy blinked, then she saw Pinkie still staring at her but with something on her face. "With this mustache, I have figured out everything!"

"I thought you said you had it figured out even before you put the mustache on?"

"Yes, because I did."

"Ummm, OK?" Fluttershy was completely confused, but figured it was just Pinkie Pie being Pinkie Pie.

"You are upset about something! Now, tell Auntie Pinkie what it is."

"Um, Pinkie, I'm a year older than you, remember? I told you this at Gilda's party all that time ago."

"Yes, yes Fluttershy, but there's no time for facts, just tell me what's upsetting you!"

"Well, honestly," Fluttershy was yet again, about to tell one of her best friends a lie, and it hurt her to do so, yet she had too, she couldn't let them know the truth. "I'm just hungry, I was making my way to the cafe and then you knocked me down, which kinda hurt."

Pinkie stared at her not sure if she was telling the truth, or actually was lying. "Okie. Dokie. Loki." Pinkie said slowly as she backed away, "Enjoy your dinner Fluttershy, I'll see you around."

"OK Pinkie, you will." Fluttershy continued on her way to the cafe when Pinkie ran in front of her, "Pinkie! What are you doing?! You startled me!"

"Oh, sorry Fluttershy, I forgot to tell you about Rainbow Dash!"

"Yes I already know Pinkie, she left a few days ago, Rarity, Applejack, and Twilight already told me."

"Yes, but I was the one who saw her last, so don't you want to hear the full story?"

Fluttershy sighed, she didn't want to hear about it again, yet a part of her wanted to, so she gave in, "Sure Pinkie, tell me what happened."

"OK, well I was at Sugarcube Corner like I always am, and I looked outside and I saw Rainbow approaching, so I called out to her, but she must not have heard me because she kept on flying, so I called out to her louder this time, but she kept on flying, so I yelled at her, asking her where she was going, but she didn't say anything, and kept on flying away from Ponyville, but it was weird though, I swear I saw that she had been crying about something but maybe I was imagining that part."

So Fluttershy wasn't mistaken when she saw tears fall from where Rainbow was standing before she took off, Rainbow Dash had actually cried, and she was the cause of it. This fact had hurt Fluttershy more than anything, Rainbow was truly hurt because of her, so hurt that she flew away from Ponyville, left the place where she stayed the most, maybe not ever wanting to come back, all because of her. Fluttershy could have broken down and cried right then and there, but Pinkie was still standing close to her, she had to hold it in, at least until she was alone, then she could cry until her eyes were red and burned from crying too much, and then cry some more. "I'm sorry Pinkie, but I really need to eat something, I need to be at Rarity's at 5. Thank you for telling me about Rainbow, I'm sure she'll come home soon, she's never been gone for too long." Fluttershy brushed past Pinkie and kept walking to the cafe, not much longer to go now.

Rainbow Dash wanted to stay in that bar, she wanted to keep on drinking her favorite cider in the world, other than the cider from the Apple Farm during cider season. She wanted to do nothing more than drink until she could feel no more, no pain, no sadness, no anger, no nothing. She wanted to live in that bar, drink from sun-up to sundown. She wanted to do all that, but she couldn't, and she knew why. She ran out of bits for the day. "Damn, I can't believe I didn't bring more bits today, I must have drank more than I thought." Rainbow finished what remained of her final glass, "Hey Barkeep, I'm outta here."

"See you tomorrow I'm sure." Barkeep said to Rainbow as he was cleaning a glass, "I don't doubt it."

Normally Rainbow be upset about something like that, a mare, or stallion that she barely knew assuming things about her, but she knew he was right, she'd been there the past few days and nights, so why wouldn't she go back. "Yeah, cya." Rainbow slowly walked out of the bar, stumbling a little, doing her best to not make a fool out of herself. "Maybe I over did it tonight, but then again, maybe not." Rainbow exited the bar and looked around, it was getting dark, but she knew she couldn't have been there all day and night again, could she have been? Rainbow spotted a couple up against the wall of the bar, smoking some cigarettes, Rainbow called out to them, "Hey, do either of you have the time?"

One of the ponies looked over at Rainbow, he looked down at his watch and responded to her question, "Yeah, it's about 4:20ish." Then he went back to smoking his cigarette, and talking to the mare he was with.

"Thanks." Rainbow said as she began walking the opposite direction of them, "Heh, I must have forgotten how dark it gets in this city, not like Ponyville." Rainbow almost began to think back to Ponyville, her friends, but one mare more than anyone else, Fluttershy. She shook her head quickly to remove those thoughts, then regretted it as her head now spun due to all the alcohol she consumed, "Ugh, note to self, don't ever do that again, bad idea, really, really bad idea." Rainbow stumbled a bit and sat down to prevent falling over. The concrete was cold on her plot, not like the stool she was sitting on all day which was warm from her being there since the bar had opened practically. Rainbow looked up into the sky, admiring the beauty of how it looked, "Wow, it sure is nice here though, it's beautiful." "Not as beautiful as you though Dash." Rainbow closed her eyes, hearing Fluttershy's voice was too much for her right now, she wanted to ignore it, not wanting to hear that voice right now, knowing that what she had last heard from Fluttershy herself had hurt, it hurt a lot. "What is it Rainbow, response?" Rainbow Dash really, truly, more than anything right now wanted to ignore that voice, that soft, beautiful voice, but she knew she couldn't. Even if the mare who owned that voice wasn't here, she could pretend, and to Rainbow, that worked. "Ha, oh Flutters, you're too kind." Rainbow was talking to herself, she knew she was, but she didn't mind. Though she was hurt from what Fluttershy had told her the night she left, she still loved to hear her sweet kind voice. "I know what I said hurt you Rainbow, and I'm truly sorry for it, I wasn't thinking, I swear I wasn't, please forgive me Dash." "Oh Fluttershy, you know I can't stay mad at you forever, but I do need some time, I'm not ready to return home yet." "I understand Dash, take your time." Rainbow continued to sit on the sidewalk for a bit longer before she began to get uncomfortable from the concrete, so she stood up slowly, her head still pounding from all the shaking she did to it earlier. Rainbow, now standing, examined her plot and noticed gravel on her flank, she shook it a little and brushed it off.

"Damn, girl, you have a nice plot on you, you sure know how to shake it as well."

Rainbow was about ready to turn around and yell at the pony checking her out, to tell them to bug off, but it wasn't a stallion who said it, it was a mare, a mare with an all too familiar voice. "Fluttershy?" Rainbow mumbled softly as she turned around to face the cat-caller. Who she saw shocked her, it wasn't Fluttershy, no, not by any means was it the shy yellow Pegasus. It was indeed a Pegasus, she was also yellow, but a more golden yellow, with golden brown eyes, her mane having orange and yellow in it. "Spi-Spitfire?!?" Rainbow's jaw dropped slightly as she was staring at the mare standing not that far away from her. "Spitfire, what are you doing here?!"

"Wait, Rainbow Dash?!? Hold on, what are YOU doing here? Don't you live in Ponyville?!"

"Uh, well yeah, but I mean, what are you doing here?"

"Ha, same old Rainbow Dash, did you forget I'm the captain of the Wonderbolts? We had a show here a few days ago, now I'm just exploring the sights, it's nice here. Now, why are you here?"

"Well I'm just uh, taking a little vacation, that's all. So I guess I'm just doing the same thing you are, exploring the sights and yeah, it is nice here." Rainbow began walking towards Spitfire and was stumbling as she did so.

"Rainbow Dash, are you drunk?" Spitfire remarked as she saw Rainbow make her way towards her, "I never thought of you as a drinker before. Still finding out new things about you to this day."

"Well I mean, I've been drinking, but I wouldn't say I'm drunk." Rainbow stated as she tripped and fell, "Heh, I mean, I might be a little drunk."

Spitfire walked over to Rainbow and helped her up, brushing the dirt and gravel off of her with her with hoof, then slowly rubbed her hoof across Rainbows flank, and cutie mark. "I always thought you had a nice ass Rainbow, never thought I'd get to brush dirt off of it though."

"Wh-what?" Rainbow looked at Spitfire, confused, and now a little more sober as she blushed with what Spitfire just said to her. "You think I have a nice ass?"

"Hell yeah I do, Rainbow Dash you have the nicest ass I've ever seen on anypony! Too bad I'm not a stallion though, so I can ride that ass." Spitfire gave Rainbow a wink, "But it can't be helped that I'm a filly-fooler, oh well, it was nice seeing you Rainbow, don't get into trouble now."

Spitfire began walking away when Rainbow stopped her, "Wait Spitfire, you're a filly-fooler?" Spitfire turned to look into Rainbow's eyes slowly.

"Yeah, I am, I have been for a long time now, since I can remember in fact. Why, does it weird you out that the captain of the Wonderbolts is a lesbian? I mean, I don't mind telling you, I can trust you Dash, just don't go telling any of my fans, those stallions might cry knowing that I'm into mares and they wouldn't have a chance."

"Well I mean, I just-" Rainbow stopped what she was saying in mid-sentence, as her mind wrapped around these new thoughts, Spitfire is a filly-fooler, she knows this now, she said she herself that she thought Rainbow had a nice ass, and that in a way, she wanted to be with her, maybe just for sex, but still, that'd be with her, even if for a little while. Rainbow knew why she was actually this far away from Ponyville, it wasn't to see the sights, it was to get away from a certain mare for a while, to get away from Fluttershy, still hurt from what she said. Now whether it was from the alcohol, how Spitfire complimented her, or what, but Rainbow had forgotten all about Ponyville, forgot all about why she left, forgot about Fluttershy, for in this moment, Rainbow let her instincts take over.

"Rainbow, are you OK?" Spitfire looked at Rainbow as Rainbow said nothing. "Rain-"

Rainbow leaned over into Spitfire and kissed her, right on her lips, Rainbow's eyes were closed, and Spitfire closed hers as well as she embraced the kiss, and kissed Rainbow back. After a bit they both broke free from the kiss and stared into each others eyes, "I'm a filly-fooler Spitfire, I have known for a while now, I'm not into stallions, I never have been, and I never will be, I'm into mares, and the mare I'm into right now more than anypony else, is you."

"Well Rainbow Dash, you never cease to amaze me, I never figured you for a filly-fooler, but hey, I'm not disappointed." Spitfire looked up at the sky, then looked back at Rainbow, "It's gettin kinda late, isn't it? Want to come back to my hotel room with me? You could stay there for the night, unless you have some other place you need to be that is."

"Me? Go to a hotel, with you? In your room, just us two?"

"Yeah I mean, you're a really awesome mare Rainbow Dash, too awesome to be out here all by herself, I'm actually surprised you're not with anypony."

Rainbow thought about that sentence for a bit, about how she's not with anypony, the thought of Fluttershy flashed into Rainbow's mind, the two of them close and holding each other, their hooves intertwined in each others manes, kissing each other gently, passionately, but the thoughts vanished as she remembered what Fluttershy said to her, how she rejected her because of how others might think, she didn't want that, she didn't want to hurt anymore, and Spitfire wasn't going to hurt her, she invited her back to her hotel room, she wanted her, she wanted the Dash. "Me, with anypony?" Rainbow cleared her mind of all thoughts of Fluttershy, erased all the moments they had in passion, forgot how close they were that night, for right now at least, Fluttershy was nothing more than just a friend, while Spitfire was here, who wanted her, and Rainbow wasn't going to pass that up, not ever. Rainbow closed her eyes, "No," she opened them, "I'm not with anypony Spitfire, in fact, I'm all yours."

"That's what I like to hear Rainbow Dash, so, you comin back with me to my hotel room or what?"

Rainbow smiled, and she hadn't smiled since that night she left, she was happy, there was no pain, no sadness, she wasn't even numbing the feelings with cider anymore, she was actually happy again. "Of course Spitfire, lead the way." Spitfire began walking towards the direction of her hotel room, and Rainbow followed, after a short while, they both took off in to the sky, Spitfire in the front, with Rainbow close behind.

"Your daisy sandwich Madame." said the waiter as he placed the said sandwich in front of a yellow Pegasus.

"Thank you," said Fluttershy, "It looks delicious." Fluttershy looked down at her sandwich, her stomach growled in pain from hunger, but yet Fluttershy couldn't bring herself to even take a bite of it. Though she hadn't ate in a few days, she didn't feel hungry, she was too full of regret. Fluttershy just sat and stared at her meal, not even moving towards it, she had no inclination to even take a nibble.

"Is something the matter Madame? You haven't even taken a bite, just have been staring at."

"I guess I'm just not hungry like I thought it was."

"Well do you want me to put it in a container for you to take home and enjoy later?"

"No thanks, I probably won't even eat it later, it would just go to waste. Sorry for wasting your time, how much do I owe you for it?"

"But you haven't even taken a single nibble?"

"Yeah, I know, but how much is it?"

"Well I can't charge you if you didn't have any of your sandwich, so, it's fine Madame."

"Oh no, please I insist on paying you."

"I'm sorry, but I'm not charging you for not eating it, it's free, please."

"Oh, well if you say so, again, I'm sorry."

"It's fine, please, have a nice day."

"Thanks." Fluttershy got up from her spot and made her way to Rarity's, her stomach still hurting from lack of food.

Fluttershy walked for only 15 minutes or so before she arrived at the boutique. She approached the front door and knocked gently on it before opening it and walking inside.

"Welcome to Carousel Boutique how can I, oh, Fluttershy, it's you."

"Yeah, umm, it is 5, right? I hope I didn't startle you by coming too early."

"Oh no of course not dear, it's just habit to say the greeting, you know how it is." Rarity walked over to Fluttershy and grabbed her hoof, "Come now dear, there's no time to waste, let's start getting you into some dresses!" Fluttershy followed Rarity as she began having her try on dress after dress after dress. "Oh yes Fluttershy, you look great in this one!" Another dress, "Oh my Fluttershy, yes perfect!" Another dress, "Yes, yes, yes! Fluttershy you are just wonderful!" Dress after dress that Rarity had Fluttershy try on she gave her a new compliment and something to say about how she fit it to a 't'. Fluttershy didn't even think about what Rarity was saying, she wasn't really listening at all, she wasn't even really thinking of anything, her mind was a blank, her head was hurting, and her stomach pained. "Well thank you Fluttershy, you were magnificent as always, thank you again for your help, there was no pony as perfect as you for the job."

"Oh, are we done already?"

"Already? Fluttershy you've been trying on dresses and helping me fit and trim them for the past couple hours."

Fluttershy looked at the clock on the wall and noticed the time, 7:37. "Oh my, it has been a couple hours, well I'm glad to help Rarity." Fluttershy got out of the current dress she was in, and put it on the rack closest to her, then walked towards Rarity, her head hurting even more now, causing her to be a bit dizzy.

"Are you alright dear, you don't look good."

"I must be tired or something, I'll go home and get some sleep, then I'll be better."

"Did you eat dinner Fluttershy?"

"Well, I went to the cafe, but then when my food got there, I wasn't that hungry, I'll eat something when I get home, before I go to bed."

Rarity looked at Fluttershy, not sure whether to let her leave on her own or not, but figured Fluttershy is an adult, and can take care of herself and that she'd be fine. "Well careful walking home dear, do you want me to walk with you?"

"No Rarity, I'll be fine, thanks though."

"OK Fluttershy, take care."

"You too Rarity." Fluttershy said her farewells as she left the boutique, and headed back to her cottage. While walking back to her cottage Fluttershy's head was hurting more and more, and she became quite dizzy, making her slow down her pace. Her stomach was hurting as well, which wasn't helping things at all. "I just need to get home and sleep, I'll fly back, it'll be faster." Fluttershy spread her wings and took to the sky, flying her way back home. "Ah, the breeze feels good, it's helping my headache at least, I'll just take some medicine when I get home, then go to bed. A good nights sleep all I need, I'm sure of it." Fluttershy saw her home approaching in the distance so she began her descent, when she reached the ground, she just had to walk a little bit more before she could enter her cottage, take some medicine and go to sleep. "Home sweet home." Fluttershy pushed open her door and began walking towards her kitchen to grab some medicine. Angel hopped down from the couch and went to see her. "Oh, hi Angel Bunny, how have you been, sorry I was gone so long." Fluttershy's head was really hurting her and so was her stomach which growled loudly from the lack of food. Angel stared at his owner and tapped his foot rapidly on the floor. "I know Angel, I was going to eat but when my sandwich came, I lost my appetite. I'm just going to take some medicine and get some sleep, tomorrow will be better, I'm sure of it." Fluttershy took a couple more steps towards her kitchen, stumbling a bit like she was drunk, "Angel." Angel looked at her confused, "I don't feel too good." Fluttershy took another few steps and collapsed on the ground, hitting her head on the floor as she did so.

"We're almost there Dash, see that big building over there?" Spitfire pointed at the building she spoke of, a little in the distant.

"Yeah?" Rainbow looked at Spitfire and Spitfire smiled at her, "Wait, that's your hotel?! That place is huge!"

"Well where'd you expect me to stay at for a while, it's pretty nice, also, you should see the view, it's gorgeous."

"Yeah, I'm looking forward to it."

"So Dash, what'd you say to a race?"

"Is the captain of the Wonderbolts really challenging me? Rainbow 'Awesome' Dash to a race? Spitfire you have no idea what you're getting into."

"We'll see newbie." Spitfire shot through the air like a bullet leaving Rainbow behind her, but Rainbow wasn't going to just stay back like she was.

"Oh it's on Spitfire!" Rainbow tore through the air as she was catching up to Spitfire, almost nearing her. "You're not as fast as you thought you were!" Rainbow was getting even closer to Spitfire now, closing the small gap between them, "Almost caught up to you!"

"Oh you think so, do you?" Spitfire looked back at Rainbow and smirked, then accelerated even faster than she was going before, almost nearing the hotel, "I'm almost there Dash, looks like this is a loss for you." Spitfire stuck her tongue out at Rainbow smugly.

"Nope, watch this baby! You're about to see a Sonic Rainboom up close and personal!" Rainbow pushed herself, putting everything she had into passing Spitfire, into winning and leaving Spitfire in the dust. Rainbow pushed harder and harder, going as fast as she possibly could when it happened. Rainbow could feel the air around her forming to her body, she could tell the sound and light barriers were about to be broken, then suddenly, BOOM!!! A rainbow ring had appeared from where Rainbow just was and she sped past Spitfire, reaching the hotel long before her opponent. "Yeah, I won!" Spitfire caught up to where Rainbow was gloating and smirking, proud of her victory, Rainbow looked at Spitfire as she panted, a little out of breath from doing the Sonic Rainboom. "Now then, to claim my prize." Rainbow flew over to Spitfire and kissed her on the lips, pushing herself more onto her than she did last time.

Spitfire felt the kiss and pushed back, their lips staying connected, Spitfire used her tongue to breach Rainbows mouth, as Rainbow did the same. They continued to kiss each other, passionately, and full of emotion, as they slowly flew their way into Spitfire's hotel room. Making their way towards Spitfire's bed, they kept kissing and making-out, and when they reached her bed, Rainbow laid Spitfire on her back and kissed her deeply and passionately on the lips, then broke the kiss in order for them to both breathe, their saliva caught between the two. Rainbow stared into Spitfire's eyes, admiring her beauty, her eyes then traveled down her entire body, noticing how fit she was and how tight her body looked. Spitfire was very well toned, not an ounce of fat on her body, she was nice and lean, and Rainbow loved it. Her eyes kept on their track down her body, reaching her waist, and looking at her wings spread out, admiring how each feather shivered with every touch from Rainbow. Looking back up into Spitfire's eyes and her beautiful face, she noticed the look she had on her face, her eyes gleamed from the passion Rainbow was giving her, her lips trembled with every kiss, her tongue out slightly from her panting with all the heat she was feeling. Rainbow kissed her again and Spitfire kissed her back, deeper than before, their tongues danced with each other to a song of passion in their mouths. Breaking the kiss again they both breathed heavily, and Rainbow's eyes continued their journey from where they left off, scanning down Spitfire's waist, and further down, reaching her naval, Rainbow leaned down and licked it, causing a small moan to emit from Spitfire's mouth. Continuing down Rainbow noticed Spitfire's legs were apart, spread open a bit, when she noticed it, Rainbow saw how wet Spitfire was, and Rainbow liked it, she shuffled down a bit to get at a better angle, and leaned down to taste Spitfire's juices. Spitfire moaned, louder than before, causing Rainbow to lick even more. Rainbow's tongue slid deeper into Spitfire's wet slit, lapping at her lips, loving how she tasted. Spitfire moaned louder and louder with each lick from Rainbow, Spitfire looked down into Rainbow's eyes as Rainbow looked back up into hers, continuing to lick her wetness. Rainbow stopped for a bit, only to lean up at kiss Spitfire's lips, and Spitfire kissed her back, tasting her own juices on Rainbow's tongue and lips, causing her to moan some more. Rainbow broke the kiss and Spitfire used her hooves to pull her back close to her face, licking Rainbow's lips, tasting even more of her own juices. Rainbow kissed her some more then went back down Spitfire's body slowly, kissing her neck, her chest, her naval, her waist, her thighs, and finally, back down to her sweet wet slit. Rainbow began lapping at Spitfire's lips yet again, using her tongue and really getting at her clit, hitting the right spot making Spitfire scream, using her hoof Spitfire pressed Rainbow deeper into her lips, getting her hooves caught in her mane. Rainbow kept licking Spitfire's clit, and Spitfire could feel herself getting closer to her climax.

"Oh Rainbow! I'm- I'm cumming!" Rainbow looked up into Spitfire's eyes as she kept licking her clit, getting her tongue as deep as she could inside of her. "Oh, Oh, Oh, OHHHHH! YES!!! OH FUCK RAINBOW DASH I'M CUMMING!!! AHHH!" Spitfire had reached her climax, releasing herself onto Rainbow's loving tongue, and her mouth. Spitfire came, she came a lot, but Rainbow licked up all her lovely juices, not letting any spill onto the sheets, licking Spitfire's lips, and her thighs, she went up to kiss Spitfire, and Spitfire kissed her back, loving how much she enjoyed her cum on Rainbow's tongue and lips. The two kissed for several minutes, and Spitfire had gotten on top of Rainbow Dash, kissing Rainbow as she did to her. Spitfire continued to kiss Rainbow as she began rubbing her slit with her hoof, causing Rainbow to moan.

"Oh Fluttershy!" Rainbow opened her eyes as she realized what she just said, and she looked at Spitfire, as she looked at her. "Wait, no Spitfire, I can explain, please, I'm sorry."

"Fluttershy? Is that why you're here?"

"Well, yes, she is."

"She rejected you, didn't she?"

Rainbow sighed, and almost let a tear fall from her eye, "Yes, she did. But please don't think I'm here with you right now because of her."

Spitfire smiled at Rainbow, "Oh Dash, you know, in a way I should thank Fluttershy for rejecting you."

Rainbow was beyond confused at this point, "And why is that?"

"Because, if she hadn't, then you wouldn't be here right now, not in this city, not in my hotel room, with me, and we wouldn't be doing what we're doing."

"So, you're not mad?"

"Fluttershy hurt you, I understand that, so no, I can't be mad at you for that, but tell me, when you gave me the best orgasm I've ever had, were you thinking of Fluttershy, or of me when you went down on me, and be honest."

Rainbow Dash looked into Spitfire's eyes, those eyes who begged for her to continue and to never stop just moments ago, and she realized, when she was going down on Spitfire, she had forgotten all about Fluttershy, like she didn't even exist. "You. It was you, I swear it, I couldn't even try to think of any other mare while I did what I did to you, believe me, and did I really give you the best orgasm you've ever had?"

Spitfire smiled and kissed Rainbow on the lips, their tongues connecting again before Spitfire broke the kiss, and smirked, "Yes." Spitfire kissed Rainbow again and whispered into her ear, "Fluttershy may have hurt you Rainbow Dash, but I won't, you're too special of a mare to be hurt, and you make me happy, so now let me make you happy, if you're willing to let me." Spitfire looked into Rainbow's eyes and she nodded slowly. "Then relax Dash, I'll take care of you and all your needs." Spitfire began kissing Rainbow's lips ad Rainbow kissed her back, their tongues meeting briefly, then parting as Spitfire pulled away, leaving Rainbow to gasp slightly. Spitfire kissed Rainbow's neck, and went up to nibble her ear gently, then began kissing her from her neck down her body, admiring each and every part as she slowly made her way down. All the while as she was kissing Rainbow's beautiful cyan body, she was rubbing her hoof on Rainbow's slit, kissing her chest, Spitfire kept moving down, kissing her front, her naval, which she licked as Rainbow did for her, causing Rainbow to moan slightly as well, along with moaning from Spitfire's hoof rubbing her lips. Going down even more Spitfire stopped rubbing her hoof on Rainbow, and began kissing her thighs, and she looked at Rainbow's moist lips, shimmering in the moonlight, Spitfire loved the sight held before her. Spitfire slowly licked Rainbow's slit, which caused a loud moan to escape Rainbow's lips.

"I-I've never had anypony lick me down there before, it- it feels good Spitfire, please, don't stop." Spitfire looked up at Rainbow and smiled, licking even deeper, working her tongue between Rainbow's lips, causing Rainbow to moan even louder, getting to her clit Spitfire began lapping at it repeatedly, making Rainbow moan louder and louder, causing her to scream even. "Oh God Spitfire please don't stop, that feels so good, ah, mmm." Spitfire continued to please Rainbow as she began to buck her hips, getting really into it, Spitfire could feel Rainbow getting closer to her climax, and she loved every drop of Rainbow's juices on her tongue. "Mmm, Spitfire, oh yes, Spitfire, oh God yes!" Rainbow was getting closer to her climax, Spitfire figured that if Rainbow Dash had never been eaten out before, it wouldn't be too much more until she would have her orgasm. Spitfire stopped licking Rainbow and went up to kiss her, and Rainbow kissed her back deeper than she had previously, loving her own taste on Spitfire's lips. "Mmm God I taste good, not as good as you though." Rainbow said as they broke the kiss. Spitfire smiled as she kissed Rainbow again, then proceeded to finish her task of getting Rainbow off. Spitfire pressed her tongue deeper into Rainbow Dash, as deep as it would go, getting at her clit as best as she could, Spitfire took her hooves and spread Rainbow's lips, lapping at her clit. Rainbow moaned even louder, pressing her hooves onto Spitfire, wrapping them in her mane. "Oh God Spitfire, I- I"m cumming! I'm cumming so much! F- Fuck Spitfire don't stop!" Rainbow had reached her peak, her climax, she had the biggest orgasm she's had up this point in her life, and it was big. Rainbow could feel herself cumming all over Spitfire's beautiful lips and tongue, all of her energy vanished as her cum dripped onto Spitfire's tongue, some even managed to drip onto the sheets, causing them to become quite wet with her juices. Rainbow's hips bucked as she finished her orgasm, panting heavily, feeling out of breath, as Spitfire came up to kiss her. Spitfire kissed Rainbow so passionately, and Rainbow kissed her back, full of passion as well. They kissed for several minutes, both of them wrapped around each other, then they both stopped to breath. They looked into each others eyes as they embraced each other, their lower hooves intertwined with one another.

"Promise me this wasn't all a dream." Rainbow said as she nuzzled closer to Spitfire.

"Why is that?" Spitfire asked coyly as she nuzzled close to Rainbow Dash.

"Because when I wake up, I want you to still be here."

"You won't have to worry about that, it is my hotel room after all." Spitfire giggled slightly.

Rainbow smiled gently, "Please though, promise me, I don't want to be hurt anymore."

Spitfire looked directly into Rainbow's eyes, as their muzzles were practically touching, "I promise Rainbow Dash, this isn't a dream, and we'll both still be here when we wake up and the sun rises. OK?"

Rainbow smiled as she looked back into Spitfire's eyes. "OK." Rainbow kissed Spitfire's lips one last time before the two fell asleep in each others hooves.

Chapter 2 End.

Chapter 3 ~ Dependencies.

"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)