Scootaloo was riding her signature scooter down the streets of Ponyville. Normally, she'd pull off a stunt or a trick but not today, Scootaloo was in a rush. Today was the day that Scootaloo was going to hang with her idol Rainbow Dash. Soon enough, Scootaloo arrived at Rainbow Dash's cloud house. Now the only problem, was how to get a flightless pegasus to a floating house made of cloud. Luckily, Rainbow Dash and Scootaloo solved this problem by tying a rope ladder to the cloud. Folding her scooter and strapping it to her back, Scootaloo rushed up the ladder. Even though Scootaloo couldn't fly, she could walk on the clouds as good as any pegasus. Looking around, she noticed that Rainbow Dash's house looked slightly different. Her windows, which were usually open, were closed and the house was very quiet.

"Maybe she's not home yet." Scootaloo said to herself. "I am an hour early."

"Oh yeah right there!" Scootaloo heard a muffled noise that could be words from the house.

"What was that?" She said aloud.

Listening again, Scootaloo heard more muffled sounds. "Come on, keep going!"

"Maybe she is home." Scootaloo considered. "But what's that noise?"

Another stroke of luck, Rainbow Dash forgot to lock her front door again, one of her common mistakes. Scootaloo knew what she was doing was bad and kinda illegal but she had to know what that noise was.

"Oh yes yes!" The voice moaned from up the stairs.

Scootaloo decided to have a closer listen, slowly moving up each step of the stairs, trying to make no noise. As she got closer, Scootaloo was able to determine that the voice was Rainbow Dash's but why was she making those noises? Reaching the top step, Scootaloo found that that bedroom door was cracked open. Taking a peek inside, Scootaloo's face immediately contorted in a mixture of betrayal, disgust, and sorrow. In her room, there was Rainbow Dash, Scootaloo's idol, being rutting from behind by the male member of the Wonderbolts, Soarin.

'What?!' Scootaloo wanted to shout but kept it in her head. 'Why is Rainbow Dash...I mean..I don't understand..'

"Keep going Soarin baby." Rainbow Dash moaned, backing her own rear hard against Soarin.

"Nnnnhhhhh Rainbow..Dash.." Soarin groaned through his teeth. "You're so tight..It's like you're trying to break my cock off."

"I can't help it!" Rainbow cooed and moaned. "As much as I love your thick cock, I have to get ready for Scootaloo."

"You mean you'd rather hang with her than feel this?" Soarin teased, smacking Rainbow's rear hard as he rutted her deeper.

"Don't tease me like that." Rainbow kept moaning like a mare in heat. "You're making my mind blank."

"Maybe you can reschedule with the filly." Soarin suggested, trying to convince the mare he enjoyed fucking.

"Mmmmhhhmmmm!!" Rainbow was losing her sense of reason, she might even do what she was told.

"HOW COULD YOU!" Scootaloo couldn't stand another moment of this, bursting in the room and bashing Soaring across the head with her scooter, which by the way is made of titanium and is practically indestructible.

"Scootaloo?!!" Rainbow shouted in shock, seeing the filly in question just knock Soarin out.

Remember: No one gets hurt in these Chapters..........They only get big Boo Boos

"How could you Rainbow Dash." Scootaloo asked, dropping the scooter, tears in her eyes. "How could you do this to me?!"

"Scootaloo.." Rainbow Dash was trying to explain herself but found she couldn't find the words. "What are? When did you?"

"You were going to leave me while you lay there getting plowed by some stallion!" Scootaloo felt betrayed and just wanted to run out of the room crying.

"That's not true." Rainbow tried to defend herself. "You know I would never do that to you."

"I saw it!" Scootaloo was hysterical. "I saw what you were doing and heard what he was saying." More tears flowed from her eyes like foscets. "Am I not good enough?!"

"Scootaloo." Rainbow Dash struggled to get off the bed and went over to hug Scootaloo. "Nopony could ever make me not hang with you."

"You mean it?" Scootaloo sniffled all adorably. "Then would you want to..you know.."

"Wait..woah woah woah." Rainbow let go of Scootaloo. "I'm sorry. You're a good kid and a close friend, but you're too young for this."

'...Friendzoned...' Scootaloo's inner self was twitching in frustration. Scootaloo was even going to confess her feeling to Rainbow Dash today and she was shot down.

"Scootaloo?" Rainbow Dash was now very worried. Scootaloo looked like she wa either going to shout, cry, or both.

"No no no..." Scootaloo was shouting, throwing her crying face into Rainbow Dash's chest. "I love you Rainbow Dash and you..and you..and you reject me like you hate me! Is that it?! Am I not good enough?!"

"That;s not it." Rainbow tried to comfort the sad angry filly. "I like you but there's this big age difference and you were just suggesting that you wanted to have sex, do you even know what sex is?"

"I know all about sex!" Scootaloo defended. "I'm better than any stallion you'd ever be with!"

Rainbow Dash had to really think this out. If she just rejected Scootaloo, Scootaloo could tell others what she saw; one of the more famous Wonderbolts, who is currently dating the team captain Spitfire, is having an affair with one of their fans. Think of the scandel. That and Rainbow Dash didn't want to crush the joy in her own fan.

"How about this." Rainbow suggested. "If you promise to keep what you saw a secret from everypony, then we can have sex. If you can make me cum-"

Rainbow's offer was not only accepted but her sentence was cut off by the kissing lips of Scootaloo. Her little tongue was surprisingly skilled, causing Rainbow Dash's legs to go all woobily.

"I'll make you cum so much that you'll fall in love with me." Scootaloo declared, her "game face" was now on.

Although this was moraly wrong, there was something in Scootaloo's serious gaze that was turning Rainbow Dash on a little.

"You're free to try." Rainbow accepted the challenge, and happy that Scootaloo wasn't crying anymore.

Despite her smaller size, Scootaloo was able to easily push Rainbow Dash on the bed. Before Rainbow could react, Scootaloo was already at Rainbow's wet pussy.

"It's so wet and gaping." Scootaloo said, opening the marehood with her hooves. "Probably from fucking that Soarin for so long."

"Don't..mmhhmm..open it like that." Rainbow subtly moaned. "I'm still..ahh..sensitive."

"Then you're gonna love this." Scootaloo said with confidence.

With a flick of her hoof, Scootaloo was grinding her hoof against Rainbow's wet spot at an unexpectedly fast rate.

"Ooooohhhh-Ceeellleeessssttttiiiiaaaaaaaa" Rainbow's eyes were rolling to the back of her head, this kid was better than she could imagine.

"I'm not done yet." Scootaloo said, giving Rainbow's clit a gentle nibble while still keeping up her pace.

"aaahhhhhhhh!!!" Rainbow's hips were bucking slightly and uncontrollably from the pleasure. "Hooow aaarrrreee yyyoooouuu sssooooo ggggooooooooddddd?"

"It's my love for you Dash." Scootaloo replied. "I want to make you happy, I want to be with you, I love you Rainbow Dash."

"Stop saying such...aaahhhh" Rainbow was almost there. "I'm gonna cum..."

"Please cum Rainbow." Scootaloo begged. "Cum for me."

"Don't act all cute..Ahhhh" Rainbow was about to cum. "I'm cumming I'm cumming"

Rainbow Dash thrust her hips forward and squirted her love juices into the air like a stream, showering Scootaloo. This feeling lasted for several seconds. Rainbow laid on her back heavily breathing, amazed what just happened.

"Ten..Seconds...Flat.." Rainbow moaned, still coming. "You were actually pretty good kid."

Scootaloo leaned forward and gave Rainbow Dash another kiss. "I love you and will do anything for you."

Rainbow thought it over. 'She did make me cum faster and better than Soarin ever could. Or maybe I'm still sensitive from Soarin. I have to find out."

"I guess we could go another round." Rainbow Dash whispered, then felt the happy Scootaloo hug her with joy.

Author's Note

Yes, Soarin is alive, he wakes up later and finds Scootaloo asleep. Rainbow Dash explains and Soarin leaves in peace.