Forgotten Lessons

by Sir_Fredrick

Rating: mature
Tags: Sex, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Rainbow Dash, Romance
Length: 5663

Rainbow is late for Twilight's flying lesson. Twilight goes to find her. Things happen. Sexy things? Naaaahhh.

Rainbow is late for Twilight's flying lesson. Twilight goes to find her. Things happen. Sexy things? Naaaahhh.

Pre-Reader: LunarMist

Published 2013-10-14 05:50:06 UTC
Last updated 2013-10-14 05:50:06 UTC

Chapter 1

"RAINBOW DASH!" Twilight yelled from below the cloud house, her cupped furry fingers encircled her mouth in an attempt to carry her voice further. "RAINBOW! ARE YOU HOME?!?" Twilight was starting to get frustrated. They had set up a flying lesson for today, but Rainbow hadn't shown up to their regular practice field at the appointed time. At first Twilight thought she was running late, but after an hour of waiting, she decided to go and look for her. The first place she tried was her home, but it was looking like a bust.

"Guess she's not home." Twilight lowered her arms, sighing and dropped her head in defeat. "Where could she be..." Twilight turned to walk away, maybe try a few of the places she knew Rainbow liked to hang out, but the shattering of glass made her jump. She looked to the ground for the source of the disturbance. A smashed bottle littered the ground in a small pile. In between the main bulk of the shards of brown glass, was a small piece of parchment. Twilight carefully brushed away the glass, and pulled open the scroll.

"A letter?" Twilight scanned over the paper. It was short, and written in less than stellar hand writing.

Dear whoever this is,

You've successfully woken me up just enough to annoy me, and throw a bottle at you. I've pre-written this note in advance for people like you. If you're selling something that isn't Wonderbolt airshow tickets, or beer, go away. If I owe you anything, go away. If you're a friend, go away. Unless it's important I guess, in which case just come up and wake me. I'm not going to like it, and if it isn't important, I'm going back to bed. Oh, for anyone without wings...figure something out. Keep yelling, (or in Pinkie's case, horn blowing/drum playing/general exploding noises) and I'll probably just throw something else at you.

Twilight gripped the note tightly in her fingers, reading it over a few more times.

"She's asleep!?" Twilight groaned loudly, scrunching the note in one hand. "Of course she's asleep. Why wouldn't she be?" She sighed, and sat down on the grass below her, falling to her back. "Damn it Rainbow Dash..." She whispered.

For a while, Twilight contemplated just leaving. Maybe Dash would wake up eventually, and rush over to the library all frantic and worrying, apologizing profusely for missing the lesson.

"It would serve her right." She huffed, before sighing again. "No... I really need these lessons, and while Rainbow owing me a favor would be nice, it would be more beneficial for me to wake her up now. Maybe we can still get a couple hours in." Twilight pulled herself back to her feet. Remembering where the note in her hands at come from she looked down to the brown glass that covered the grassy field.

"Uggh. I wonder how many times I've cleaned up after her." With a quick flare of her horn, every shard of glass that covered the ground levitated into a sphere in a glow of magenta magic. Carefully, she placed the glass into her cupped hands, and prepared herself to cast her blink spell.

"Wait. Maybe I should try and fly up there. Kind of like a test. Yeah." Looking up at the cloud house, she calculated it at being not much more than thirty feet in the air. "I can do that, I think." She looked at the glass in her hands. "Err, not with this though." Dropping the glass to the ground again, she flared her wings, and gave them a few test flaps.

"Okay Twilight, It's just like that time at your coronation. The time where you definitely didn't use magic to cheat. Yes, definitely not, that would have been silly! And what kind of alicorn can't even fly!? I know I sure can!" Twilight chuckled nervously at her best attempt to psyche herself up. Again she started pumping her wings. Flapping harder and harder each time, she soon lifted off the ground.

Slowly she rose into the air, with each wing beat bringing her higher and higher. Within a minute, which was fairly fast for Twilight, she reached the altitude of the cloud house, but she was still about ten feet away from it.

"Okay, just a few feet forward, and I'll have made it. Now how do I go forward...HOW DO I GO FORWARD?!? RAINBOW DASH!" Panicking, she started to lose altitude. "Ohnoohnoohnoohnoohnoohnohno!" Twilight tumbled forward over herself, twisting awkwardly as her head dropped below her ankles, she fell into a free fall. "Ahhh! Rainbow Dash!" This was usually part of the lesson where Rainbow Dash would swoop in all heroically and save her. Rainbow's small but defined arms holding her, being pushed up against her hard and sexy abs, and getting an excellent view of her small but perky breasts. Except this wasn't a lesson.

"Think Twilight! Blink! Teleport! Now!" In an instant, her horn flashed, and she appeared safely on the front steps of Rainbow's home. "Oh thank Celestia." She huffed, lying on her back wings spread across the small staircase, breathing mildly. She stood up and dusted herself off. "Good job Twilight...B- work."

She knocked on the door of the cloud house, and awaited an answer. A minute later, she was about to knock again before she realized why she was up here and brought two fingers to the bridge of her nose and sighed, chastising herself mentally. Opening the door to the aerial house, Twilight expected the place to be filthy, given Rainbow's natural affinity to make a mess of things. But it was surprisingly clean and organized. Actually, it was a bit barren too. An ugly green couch rested in one corner opposite a shelf filled with books, magazines, and a few small trophies.

The other side of the house had a small square table, with a cereal box on top, and a cloud chair on two sides. Just beyond was an open window into the kitchen. Other than that, not much else filled out the house. In fact, it looked much smaller on the inside than from the outside. Twilight stepped over to the staircase across from the table, leading to the second level.

"Much more humble than I imagined. Oh! Right." Twilight said, remembering the shards of glass she had magically picked up again before entering the house. She stepped past the stairs and walked into the kitchen. It was very small, and even two ponies would have trouble moving around comfortably while inside. "Ah, there it is." Opening the lid of a small silver garbage can, she levitated the glass over the opening and dropped the shards inside.

"Now time to wake the jerk up." Twilight said, dusting her hands off as if she'd been carrying the glass herself. She ascended the stairs slowly, and was surprised when she got to the top. There were only two doors on the second floor, along with a closet. The door on her immediate right was the bathroom, and the one on the left at the end of a short hallway, was Rainbow's room.

"This is more like a tiny Manehattan apartment than a house." Twilight thought out loud, while walking down the hall. The door to Rainbow's room was partially open, and with a gentle shove, she walked inside. "Okay Rainbow," Twilight started off with a mixture of annoyance and anger. "You have some explaining to...to...oh my."

Twilight's cheeks burned red hot as she found Rainbow splayed out on her bed, completely nude. Her modest chest rising and falling slowly as she snored gently. Making her small but lithe breasts move hypnotically.

I want to touch them... Twilight thought without thinking.

Lower, Rainbow's sexy and muscular midriff drew in Twilight's eyes. Twilight usually caught herself staring at it during practice or whenever she came over to the library, since Rainbow almost never covered it up. She was both a little jealous of Rainbow's excellent physique, and enticed by it as well.

Oh goddess, she's so sexy. No! Stay focused Twilight. She needs to teach you how to fly...

However, as her eyes drifted even lower, she saw something she never imagined she would. Rainbow's exposed marehood was beautiful. She had one leg dangling off the bed, giving Twilight a direct and perfect view of it. She couldn't help but stare at her friend's sex in awe. She had often fantasized about Rainbow's naked form, but her imagination couldn't prepare her for this. Sexual fantasies assaulted Twilight's mind unbidden.

She was on her back, Rainbow standing over her dominantly. Holding her pussy open with one hand, she stared down at Twilight, asking.

"How badly do you want me Twi?"

"S-so bad." Was all she could muster to say, as she played with herself, two fingers buried deep within her snatch.

Rainbow bent down, planting her knees on either side of Twilight's head.

"Ready for a taste?" Twilight reached up with her tongue, eager to taste the pegasus' feminine juices.

Suddenly, Rainbow rolled over and fell from her bed, banging her head on a corner table as she fell. Twilight snapped out of her fantasy, recalling only a few of the details.

"AH! Son of a bitch!" Rainbow yelled, now lying flat on her stomach, propping her upper body up with one arm and rubbing the injured part of her head with the other. This new position gave Twilight a perfect view of her large and toned ass. It was also the subject of much of Twilight's admiration for the pegasus, and why Twilight always insisted on standing behind Rainbow during stretching exercises. Not that she would ever admit it though.

Without turning around, Rainbow pulled herself back onto her bed, wrapping herself in her blankets and blocking Twilight from admiring her perfect body any more.

"Mmn. Sleep good." Rainbow mumbled, drifting back to sleep.

Twilight couldn't believe it. What a lazy, stupid, sexy mare.

"Rainbow Dash! GET UP!" Twilight yelled from the open doorway.

"Ahh!" Rainbow Dash shot up immediately, throwing the covers off her upper torso, exposing her breasts to Twilight again. "Oh. Its only you, Twilight. What're you doing in my room? Am I having that dream again?" Whilst rubbing one of her eyes awake, it was at that moment she noticed Twilight's unfurled, and stiff, wings.

"OH!...Shit, I slept in, didn't I?" Rainbow asked, jumping out of her bed and walking over to her dresser. "Don't worry Twilight, I'll get dressed right away and we'll get started!" Rainbow bent over to grab something from her dresser, giving Twilight another eye full of her bare ass. It was almost hypnotizing, and Twilight couldn't help but bite her lip.

Rainbow couldn't believe it. Her underwear drawer was empty! Not a pair of boxers, briefs, or even panties!

"Hold on..." A flash of red in the farthest corner caught her attention, and she pulled the drawer out as far as it would go without falling out. "Oh..." Rainbow pulled out the pair of panties, and held them up, stretching them by placing two fingers on the inside and pulling it apart, giving her a full view of them. They were a bright red. A lacy little thing, complete with frills, and patterned so that they exposed almost everything. They were a gift from her sometimes lover CloudChaser, who had a fetish for this sort of thing. Rainbow had the matching bra and stockings, but there their current location was a mystery.

"Its either this or going commando... Well I guess I could use them to tease some cute mare or stallion later." Rainbow whispered. While she started putting them on, she unknowingly give her already aroused alicorn visitor a sexy show. Closing her panty drawer and opening the one below it, she grabbed a sports bra and turned around already knowing all her shorts were in the laundry hamper in her closet.

"So Twilight-" Rainbow stopped in her tracks as she saw Twilight, still biting her lower lip.

Was she just staring at my ass? Rainbow thought. Twilight released her lip from her teeth, as she finally noticed Rainbow Dash had turned around.

"Heh, enjoying the show Twi?" Rainbow couldn't help but tease.

"Huh? No I-" Twilight stammered. "I just...are those really appropriate for flying?"

"They're all I have." Rainbow couldn't help but smirk. The fun she could have with this bashful mare at this moment was impossible to resist. Stalking over to the alicorn as sexily as she could, she noticed how Twilight's eyes almost locked in on the sway of her small breasts.

"Twilight," Dash whispered, abandoning her sports bra onto the floor. "Are you checking me out?" Rainbow moved in close to Twilight, gripping her hands together behind her back and giving her friend a nice look at her soft breasts while smiling sensually.

"N-no!...Maybe a little bit." Twilight was almost turning pink through her fur.

"I've caught you staring during our practice sessions, but I just chalked it up as being caught up in the moment. But I'm thinking maybe... you're actually interested in mares?"

Hah, this'll be good.

"I...I never said I wasn't." An unexpected answer, and Dash's eyes widened for a moment.

Unexpected, but not unwelcome.

"Well since you get to see mine," Rainbow grabbed the bottom of Twilight's shirt. "I should get to see yours!" She said, pulling up her shirt.

Twilight stood there in stunned silence, her shirt pulled up just over her belly. Rainbow was looking her straight in the eyes.

"Twilight? Aren't you going to stop me?" Dash asked, a little bit confused and having expected the alicorn to simply hold her shirt down and chastise her a little.

Could she actually want me to...

Twilight's breathing was light and fast. Words were failing to form in her mind, and she simply stared at the pegasus pleadingly. Rainbow waited a moment before continuing to pull off Twilight's shirt, who raised both her arms to help it along.

"Twilight?" Rainbow asked, holding the lavender mare's shirt in one hand.

"Y...yes?" She answered, her torso naked with only her own sports bra protecting her moderate sized breasts.

"Do you want to kiss me?" Twilight's shirt had already been discarded.

"Y...yes." Without hesitation, Rainbow wrapped her left arm around Twilight's waist, pulling her in close, while simultaneously running her fingers through Twilight's thick hair. Rainbow leaned in and pressed her lips against Twilight's.

Twilight tasted surprisingly good on Rainbow's lips. Almost like it was just... right. Other mares she had been with had tasted alright, and usually it was a familiar feeling. But Twilight had a unique flavour. Now if only she would put some effort into her technique.

Twilight couldn't help but moan into the other mare's lips. The sensation of her soft belly on Rainbow's hard abs felt so good. So right.

Oh Celestia, I love that amazing stomach!

The fingers rooting through her hair fed her arousal, and the taste of Rainbow's supple lips was nothing short of amazing.

Twilight felt the pegasus' tongue probe at her lips, and she opened them readily, throwing her own tongue at the invading organ, offering minor resistance.

Suddenly realizing she was just a passive passenger in this exchange, Twilight wrapped her arms around Dash's torso, squeezing them together even tighter. It was short lived however, as Rainbow pushed Twilight away soon after.

"Hold on there Twilight." Rainbow Dash still had that stupid smirk on her face that she usually wore when things were going her way. Twilight couldn't help but fall in love with it. "You seem to be a little over dressed for the occasion.

Does...she want me to get naked? Of course she does. We're going to have sex....We're going to have sex?!?

With Rainbows arms around Twilight's hips, Twilight lifted her sports bra off and over her head, exposing her breasts.

"Ooh. Very nice Sparkle. They're so cute I just want to nibble on them." True to her word, Rainbow leaned over, put one nipple in her mouth and started sucking and biting it gently.

Twilight brought a finger up to her mouth and bit into it, trying to stifle her moans with little effect. The suckling, and especially the biting was such a foreign and exquisite feeling. She couldn't contain herself and her soft moans grew louder, coming from a deeper part of her. After a particularly intense bite, and a not so gentle twist on her less attended nipple, she screamed in bliss, not bothering to hold anything back.

"Oh you liked that didn't you? Most girls don't like it when I start nipping, Twilight. You must be a real freak in bed." There it was again. That stupid, confident, arrogant and teasing way of talking that Rainbow Dash had seemingly mastered. Normally it would annoy Twilight somewhat, even if the things she said with it were more often than not true. But right now, she couldn't get enough of it.

"M-maybe I do like it. So what?" Twilight could barely believe what she was saying.

"So that means you wouldn't mind if do this..." Trailing off, Rainbow circled Twilight's glistening and tender nipple with her tongue, dragging it upwards towards her collarbone. Stopping at her neck, Dash planted a few kisses along it, moaning lightly before sinking her teeth deep into Twilight's flesh.

"Ahh!" Twilight recoiled a bit, falling back but quickly finding herself leaning against the soft wall of cloud. "Rainbow that hurts!"

"S-sorry Twilight, I just-" Rainbow's sudden stop coupled with her sincere apology threw Twilight off for a moment.

Is she just as unsure about this as I am? She does seem like she's actually worried about me...

"I... I didn't mean stop." Twilight said meekly.

"Oh..." Pretending the last few seconds hadn't occurred, Dash dived back into Twilight's lips.

I'd better make it up to her. Rainbow thought to herself. Grabbing both of Twilight's hands in her own, she raised them high above her head, pinning them to the wall. After enjoying the feel of the alicorn's tongue in her mouth, she pulled back; with her hands still high against the wall. Rainbow started to whisper something into Twilight's ear.

"So, are you going to take your pants off? Or should I?" Not waiting for an answer, Dash began nibbling on Twilight's ear, eliciting more soft moans from her.

"Ooh, ah...you...You do it." Dash smiled, and gave her a quick peck on the lips.

"Good answer." With some force, Rainbow was able to press Twilight's hands into her cloud wall. And with just a little bit of density manipulation, the already fairly solid wall encased Twilight's hands inside, chaining her to the wall.

"Wha- How did you?!" Twilight said, struggling against the wall.

Truth be told, she could probably tear herself out of there... Let's just hope she plays along for a bit.

"Someone needs to read up on pegasi magical abilities." Rainbow said, already on her knees and pulling down Twilight's pants. She was wearing the cutest pair of blue panties Rainbow had ever seen on a mare. They even had a little red ribbon across the top. They hugged her hips tightly, and after Rainbow lifted each of Twilight's legs to finish removing her pants, she slowly crawled her hands up the lavender mare's legs, feeling each curve and contour. Sliding higher, she snuck her fingers under the fabric of her panties, groping Twilight's squeezable butt.

She always had a nice butt. For a bookworm.

"Ah! Dash, your fingers are cold!" Twilight squirmed, trying to get away from the chilly fingers wrapped around her butt, which pushed her crotch right in Rainbow's face.

"Oomph. Not so fast Twilight, though I like your eagerness. Though maybe my fingers wouldn't be so cold if your ass wasn't so hot." Twilight stared down at Rainbow Dash for a moment. The pegasus' magenta eyes looking up at her from between her thighs with lust and confidence. Twilight could do nothing to stifle a laugh.

"What's so funny?" Dash asked.

"I'm sorry," Twilight replied, still giggling. "But that was one of the cheesiest things I've ever heard, and I've read Fluttershy's romance novels!" Even Rainbow had to admit it was a little corny, and chuckled at herself a little bit while still massaging Twilight's butt. "Rainbow?"

"Yeah?"

"Are we... are we actually going to do this?" Rainbow sighed, not removing her hands, and remaining on her knees.

"I was just kind of going with the flow, but if you really don't want to-"

"No no! I do... its just that this is so fast. Should we really just jump into bed with each other right away?" Twilight looked up at her hands, still encased in the cloud wall. "Or against the wall, as it were." The two chuckled.

"Well, to be honest Twi... I've always thought you were kinda cute, and maybe I sorta hadacrushonyouforalittlewhile. Heck, the whole reason I ran into the day you arrived in Ponyville was because I thought you were hot."

"Wha... Really?"

"Yeah, but I didn't know how you felt, and you never really gave me any signals, even when I made a move."

"You... made a move on me?" Twilight asked, honestly surprised by this revelation.

"Several times, but then you became a princess and I just sorta assumed my chances, if I ever had any, were down the tubes at that point."

"So you... never noticed all those times I was staring at your ass... or your stomach?" Twilight lowers her voice. "That sexy, sexy stomach."

"You mean all those times at flying practice? Sure, I guess. Was that serious?"

"No... before that. Pretty much since the day I met you."

"Oh... No I can't say I did."

"You're really.... really attractive, and always there for me, not counting today, and such a great friend and your ass is amazing and, and...." It was Rainbow Dash's turn to laugh.

"Now that was cheesy!" The two mares shared another fit of giggles.

"Rainbow?" Twilight asked, still bound to the wall.

"Yeah?"

"Keep going."

With a smirk of understanding, Rainbow set to work. First kissing Twilight's sex through her panties, then sliding one hand around her thigh. Making sure to always keep skin contact Rainbow started to pull her panties off to the side, revealing Twilight's pink lips to her. She couldn't help but lick her muzzle in anticipation.

She even looks delicious down here. Rainbow set her sights on Twilight's nether lips, but stopped herself just before she could dive in with her tongue. Twilight could feel Rainbow's hot breath on her sex, and it was unlike anything she'd ever felt, making her squirm in her fluffy shackles.

I want to SO bad, but maybe I could drag this out for a bit longer.

"Don't you dare start teasing me now, Rainbow! Don't even-Ah! D-damn youuuuu-Ahhn!" Licking the entire area around Twilight's pussy. Rainbow rejoiced in how Twilight squirmed in her grasp, and started planting kisses along her inner thigh.

"Rainboowwwww!"

"Mmmn, nope. You're all mine." Twilight cried out as Dash gave her a hard slap on her rear. Continuing her teasing, Rainbow glided her tongue up Twilight's thigh, moving her panties slightly to trace along her hip line. The lavender fur left her tongue dry, but she tasted so good. Dash made her way to the alicorn's soft stomach, and started tonguing her belly button.

"Ooohh, Dash what are you doinnngggghaaaaa!" Twilight curled her toes in surprise, not used to the feeling of her belly button being used for pleasure. The idea had never even crossed her mind, and the new sensation made her body shake.

Heh, the belly button play gets everyone.

"Rainbow! Please stop teasing!" Still tonging her belly button, Rainbow placed two fingers over Twilight's marehood, gently caressing it. "That's not...nngh, helping!" She spread her fingers apart, exposing the lavender mare's inner most regions to the world, and swiftly moving from her belly button to the true objective of her desire; Rainbow couldn't help but take it all in.

"How many people have told you that you smell nice down here, Twi?" Dash asked innocently.

"Wha- Don't say things like that! It's weird! Just do it already!" The alicorn struggled against the pegasus' grasp.

"No really. You're so pretty down here. Maybe the nicest looking one I've ever seen." Rainbow grinned through her teeth.

This is driving her wild, and she knows it! "Mmn, I wish I could just drive right in and give it a taste, it looks sooooo good." Rainbow breathed on the exposed sex in front of her again, and licked along Twilight's panty line.

"You caaaan!" Twilight whined. "Pleeeease. Just do it already!" Rainbow removed her fingers from Twilight's folds, placing her hands on her own thighs like an good and pure school filly.

"Oh no, I could never do such a thing to a princess." Rainbow said in a mockingly innocent way, bringing a hand over her mouth and channeling her inner Rarity. "Can you imagine the scandal? A princess, defiled by a commoner, and a pegasus to boot! Surely her name would go down in-Hng!" Twilight's horn lit up, and Dash felt a magical hand on the back of her head push her forward, muzzle first into Twilight's slit.

"No. More. Teasing. Lick me!" Twilight said, with a mix of rage and hungry lust in her eye. Dash giggled, muzzle still buried inside the alicorn. Seeing her angry was always funny, and maybe a little hot, given the situation. Though perhaps she had gone a little far with the teasing, this could be easily remedied.

Time to make her scream

Twilight screamed. She felt Rainbow's soft fleshy tongue burrow its way into her virginal hole wildly, like an untamed bronco. She slammed her head back into the cloud wall, which hurt a bit more than she would have thought. The heat generating in her loins was more than enough to make her forget about it however, feeling the pleasure build up deep within herself.

"Hoohhhhh, Rainbow Dash! That's amazing! Nnngh!" Every little movement and flick Dash made with her tongue sent Twilight reeling in pleasure. "Hahhh! Stop! Ahh! No, don't stop! Oh DASH!" Twilight quivered. Still chained to the wall, she had no where to go as Rainbow's assault continued without pause. It was overwhelming her senses like nothing ever had before, and she loved it.

"Aahhhn! Rainbow, can't you-ahh! Can't you do better-mmph! Than that?" Twilight tried to taunt her lover, but unable to hold her moans from escaping her throat. Rainbow took it in stride, increasing her tongues range of movement and speed.

"Oh you want more, do you?" Rainbow asked, removing her tongue from Twilight's drenched pussy. "Never expected you to be so naughty Twi."

Oh goddess, not more teasing!

"I like it." Rainbow slid her fingers deep into Twilight, making her scream again. "I know you're going to love this."

"Please," Twilight gasped. "Not more teasing... I need to cum. Make me cum Rainbow!"

"Don't worry, this will feel way better than teasing." After a few thrust from her fingers, Rainbow pulled out and sucked the excess fluid off. "Mmmn, you really do taste delicious." Rainbow said, looking Twilight straight in the eye.

That almost sounded serious...

Pulling apart Twilight's lips with two fingers on either side, Dash set her sights on her cherry coloured clit.

"Ah, so good." Rainbow moaned, circling her lover's clit with her tongue. Twilight thrust her hips forward, overwhelmed by the new sensation.

"Faster Rainbow, faster!" Rainbow pressed harder with her tongue, circling faster and faster. Twilight pulled at her fluffy bindings, the feeling of being trapped only intensifying her arousal. "Oh goddess Rainbow! You're so good! Mooooooooooooooore!"

"Tell me something I don't know." Rainbow licked her lips. "You ready?"

"Ready for whaaaaaaaaaaaaaaaaaaaaAAAAAAAAAAAHHHHHHHHHHHHHHNNNNNNNNNNN!"

Twilight came hard, a torrent of feminine fluids gushed from her marehood, most of it spraying onto Rainbow's chest.

"Woah!" Rainbow yelled before diving into Twilight again, intent on lapping up her remaining juices. Twilight's muscles spasmed, her arms continuously tried to break free of their cloudy prison and her legs gave out from under her, leaving Rainbow to hold her lower body so she could continue her delicious meal. The electricity of her orgasm continued to rock her body for nearly an entire minute. When it did finally subside, her body was completely slack, and her brain had nearly shut off.

Rainbow Dash stood up quickly, holding Twilight with one arm, and pulling her hands free from the wall with the other. With Twilight in her arms and her head leaning over her shoulder, Dash brought her over to the bed and laid her on her back. She looked over her handiwork, feeling an immense sense of pride and fulfillment.

Straddling her lover's hips, she leaned down and gave Twilight a quick kiss.

"Twilight? You alright? I've never seen anyone cum that hard." Rainbow's muzzle and body was still sticky from Twilight's tsunami of an orgasm. "Twi?... Okay seriously, you're scaring me." The alicorn's breathing was shallow and barely noticeable, and her eyes were completely glazed over. Grabbing her left nipple in two fingers, Dash squeezed and twisted gently. Twilight's chest rose sharply as she gasped loudly. Her breathing grew heavy soon after and she turned her head to look at the mare on top of her.

"R-Rainbow?" She wheezed.

"You okay Twilight?" The pegasus leaned over her friend, putting a hand on her purple cheek. "You had me scared for a second there. I think you stopped breathing."

"That was... That was the best orgasm ever." Twilight said through half lidded eyes and a small smile. "What did you...do to me?"

Rainbow kissed her again, slowly, making sure Twilight could get her breath back.

"You don't have any idea?" Rainbow asked, now kissing the alicorn's cheek.

"None, I... sort of blacked out there." Twilight brought her arms up, and wrapped them around Dash's torso. Dash slid off her knees, and laid her body on top of the alicorn. Their fur rubbing together made them both feel safe and warm. The feel of Twilight's soft stomach against her own hard abs was exquisite, and was amplified by how their breasts were pressed together.

"Here's a hint. Stick out your tongue." Twilight obeyed, and Rainbow copied the swirling motion she had made earlier with Twilight's clit. Even this simple stimulation was almost too much for Twilight right now. Rainbow licked her lips.

"You ready?" The pegasus repeated herself.

"Ready for whaaaah!" Twilight yelped, as Rainbow bit her tongue. "Yuu bith my clith!?!?" She tried to yell, but Rainbow still had a grip on her tongue. Dash let go, and simply smiled her cocky smile.

"You bit my clit!?

"And you fucking loved it. Just like I knew you would." Rainbow licked along Twilight's muzzle lovingly.

"Yeah... it was... wow." Twilight kept hugging her pegasus lover tight as she continued licking her face sensually. "Rainbow?" Something in Twilight's tone made Rainbow stop licking immediately.

"What is it Twi?" Rainbow looked the other mare deep in her eyes.

"What are we? Now, I mean." Twilight had to look away for a moment. Rainbow sighed, and dropped her head beside Twilight's.

Guess we gotta talk about it now... Well, I know what I want, at least.

"Well, that depends. What do you want us to be? I...well, I like you Twilight. A lot, if I didn't make that obvious already...."

"So... this wasn't just for a quick fuck? Did it... did it actually mean something?" Rainbow raised herself up, arms fully extended onto the bed, and stared down into Twilight's purple eyes once more.

"Of course not Twilight. I wouldn't do that to you. Least not without telling you first... This was... special? I don't know much about this mushy romantic stuff, I just know... I like you Twilight. You, and that cute butt of yours." Twilight giggled as Rainbow winked.

"Then Rainbow... do you want to be my...Marefriend?"

"Definitely, my princess." She smirked again. Twilight hated that smirk. Twilight loved that smirk. She couldn't help but smile back.

"You know I hate when you guys call me princess."

"But as your marefriend," Dash leaned in close. "I'm allowed to tease you however I want, whenever I want." Rainbow kissed Twilight gently on the lips. Twilight hugged her tighter in response.

"I suppose you're right." Twilight said after breaking the kiss. "So when do you want to move in? Course I'll have to get Spike to move into another room, but I'm sure he'll understand. We'll make it up to him though. Now that someone else will be there, he'll only have to make breakfast every third day! You can make breakfast right? It doesn't matter, you'll learn. Also, do you want to dust downstairs, or upstairs? Every third Sunday is re-shelving day, but of course you already know that."

Wait, what. Whaaaaaaaaaaaaaat. Move in? Cleaning?! What!?! Rainbow watched Twilight ramble for minute, looking quite confused. "Twilight, I don't-" She didn't even notice Twilight's finger until it was on her nose.

"Got you." She winked, and stuck out her tongue. "As your marefriend, I'm allowed to tease you however I want, right?" Rainbow sighed with a laugh.

"Right. Of course, how did I even fall for that." The two giggled in their embrace for a while. "So what now, Twilight?"

"Now... Now we...sleep." Twilight said, already drifting off.

"Not surprising you're tired, considering your crazy orgasm, heh. You're welcome, by the way." Rainbow started to roll off her new marefriend, but Twilight held her tight.

"Don't get off. Just, lay with me for a while." Twilight whispered.

"Sure Twi. Sure." Getting as comfortable as she could, Rainbow started to doze off with her lover below her.

Twilight felt at peace. The two naked mares, sans their panties, laid together happily.

"Twi? Could you levitate the blanket over here?"