Author's Note

Hi guys. Its been a while and I'm so sorry for it. I've been very busy lately with school and diving that its hard to sometimes just come home and write. But that's no excuse for keeping this from you so once again I'm sorry. As always leave a rating, a comment, and even follow me. I wont get better without your help to tell me what to do right. Special thanks go's out to Saylux who edited this chapter fantasticly and pointed out a lot of things I would have never scene.

Thanks for reading I'll see you on the next chapter

-Xyphrose

A Beautiful Rainbow

Celestia opened a door and stepped outside. She smiled to herself. Now that she didn’t have to worry about Applejack being in pain, she could enjoy all of the sights and smells. After taking a deep breath in, she slowly exhaled. Her day could only get better as she looked around for the next mare to join her herd. ‘I suppose I was just being foalish earlier. Applejack does have her farm, but there’s plenty of space outside the city that I could buy for her. Fluttershy and Rarity had their own business, but they could easily operate out of the castle with Pinkie as well.’ She grinned even more. ‘Yes, today has been a good day.’

She took a step forward, but was immediately pushed back; A rainbow blur sped past her towards the clouds which was chased by a trio of pegasi in Wonderbolt uniforms. ‘What was that all about?’ Looking at the blurs, she noticed Rainbowdash do a hard barrel roll which made the others shoot past her. ‘Hmm, what did she do to those three?’ Spreading her wings, the princess took a few galloping steps before launching herself into the air. As the wind passed her, she giggled like a little school filly.

As she gained altitude, she looked back upon Rainbowdash, only to frown. The mare was surrounded on a cloud by Spitfire, Soarin, and another member of the Wonderbolts. The three seemed to be yelling at her and frightening her. Gritting her teeth, Celestia flew as fast as she could towards them. When she got close enough, she could hear yelling coming from Spitfire.

“YOU LITTLE BUCKING WHORSE! YOU HAD TO DO ONE OF YOUR STUPID TRICKS RIGHT IN THE MIDDLE OF OUR SESSION! DO YOU KNOW WHAT ITS LIKE TO FINALLY HAVE SOME FREE TIME TO FINALLY HAVE A STALLION HELP YOU ONLY TO BE RUINED BY SOME STUPID FANMARE!” she screeched at the cowering Pegasus.

Tears flowed from Rainbowdash’s eyes as she stammered out a sentence. “I’m so-sorry. I didn’t mean to interrupt,” she managed to mumble out as the Wonderbolts fumed at her.

“THAT’S IT? YOU’RE BUCKING SORRY?! WHY I OUGHTA- “ she screeched as she raised a hoof threateningly at the mare. Seeing the situation getting out of hand, Celestia landed and cleared her throat rather loudly. All eyes snapped to the regal mare as she looked down upon them. “Princess?” Spitfire managed to stammer out “How long have you been there?” she asked panicky.

“Long enough to know that you need to leave right now.” The group sat there fumbling over their words. Growling, Celestia lashed out “I SAID YOU NEED TO BUCKING LEAVE CAPTAIN!” she bellowed in the royal Canterlot voice. The group froze before scattering. Turning back to the small mare, her expression softened. Rainbow dash had her hooves over her ears, and she was bawling her eyes out as she shook. Trotting over, she leaned down next to the Pegasus. “Shhh, it’s okay. They’re gone... It’s gonna be alright.” She draped her wing over the mare, pulled her close, and causing her to calm down slightly. “Now, tell me what happened.”

Rainbow looked up at Celestia with fear in her eyes before she hiccupped out a few sentences. “Well, I was flying to try and *hic* to try and ignore that I’m in heat. When I looked up, the three of them were sitting on a cloud talking.” She let out a small sob before continuing “When I flew up I tried to get their attention but *hic* but they were messing around so I did a triple barrel roll to get their attention and accidentally flew into *hic* Spitfire. She got all mad and started yelling at me, but I didn’t even know what I did. When I looked up she had been trying to give Soaring a hoofjob. Then I flew away, but they chased after me while yelling insults.” She spoke as fresh tears flowed down her cheeks.

“Shh, its okay. Don’t cry Rainbowdash, it’s gonna be alright.” Celestia whispered in her ear.

Rainbow only sobbed harder. “I just wanted to show them I was good enough to get into their academy. I just wanted to impress my friends and the stupid bullies. All I wanted to do was impress them and my friends, but they’re a bunch of bullies!”

Celestia quirked an eyebrow ‘Bullies? Why would anyone bully her?’ looking down at the mare, even more questions came into her head. “Rainbowdash who is bullying you?”

Rainbow looked up and sniffled. “A couple Pegasus I met a flight camp. I used to always crash so they made fun of me a lot. That’s one of the main reasons why I’ve tried so hard to become the best flyer in Equestria.” The sentence shocked Celestia. She had never imagined Rainbow’s cockiness and brash attitude was a defense mechanism. She had been bullied as a filly, so in turn, she had become brash and rude like them to get her attackers to stop. It all made sense to the princess now. The mare didn’t want to be seen for what she truly was; a scared filly who just wanted to be happy.

‘She’s going to be an even better mother than I thought she would be’ She reflected as she smirked. Looking down, she giggled, causing the stricken mare to look up. “Thank you for telling me.” She smiled, causing the mare to smile through her tears. “But I don’t think you have to worry about those bullies anymore. They were just jealous and besides- “she leaned down ever so slightly and whispered “I’d like to see you for who you really are. Not a fake face.”

Rainbow pulled her head back before her eyes lit up with understanding. Looking around quickly, she tried to play it off as ignorance “What are you talking about?” she stammered nervously.

Celestia chucked as the mare fidgeted. “What I mean is that I want to see the real Rainbowdash, not a mask set up to protect yourself” she spoke in a soothing and calm manner as the mare bit her lip. There was a long pause as the mare contemplated her situation. Looking up, she nodded quickly. “Perfect” spoke Celestia as a smile plastered itself on her face. She quickly lit her horn and cast the blink spell, teleporting Rainbowdash and herself to her personal study. “Here we are.”

Rainbow looked around the small room, which had two couches and a chair. On one side, the walls were lined with books. On the other sat a desk with Celestia’s emblem etched in on it. Turning around, she walked over and examined some of the books before she let out a small squeak and pulled one down. Curious, Celestia walked over to see what she was looking at.

“Ah. A very fine book if I must say. Daring Do’s adventures are always a good read. That is one of my favorites.” In Rainbow’s hooves was a first edition of the temple of the golden tiger. “Go ahead and open it.” Rainbow looked up quickly, a confused look on her face. She looked back down to open the front cover, and began reading. The shocked look on her face caused Celestia to giggle.

Rainbow quickly looked up at Celestia and then back down to the book and began to read. “To Celestia. I had a great time last night. No mare or stallion has been able to tire me out in bed like that for quite some time. So as a gift I thought I’d give this to you. Love Daring Do. PS. If you ever want a fuck buddy for a night or just someone to cuddle with, call me. XOXO” she stared up at the princess, her jaw hanging open. “You had sex with Daring Do?!”

Celestia chortled slightly at her reaction to the note. Sighing blissfully, she spoke “Yes, we had intercourse. And if I might add, it was by far one of the best nights of my life.”

Rainbow just stared for a while before bursting out in sinkers. “That’s awesome.” She looked up with a huge grin on her face. “So what was it like?”

Celestia only smirked “Well let’s put it this way; the mare certainly knows how to use a tongue.” The pair stared at each other for a minute before bursting out laughing. Rainbow laughed so hard she had to hold her sides. What was a face of humor turned to one of pain as she winced. Seeing the pained expression, Celestia spoke up “Are you alright Rainbow?”

Rainbows face softened as she stopped holding her sides. Shaking herself she grumbled “Yeah, it’s just this dumb heat.” She snorted “Not like any stallion would ever want me though. They all go for mares like Rarity.” Fresh tears stained her eyes as she looked away and mumbled something.

“What was that Rainbow?”

“I just said I think it’s unfair,” she spoke as she turned back to the princess. “Mares like Rarity get all the attention. Other mares have needs too, ya know? I mean I want foals, yet none of them look at me.” Her eyes went wide as she realized what she said. She blushed as Celestia stared at her.

“Are you saying you want foals Rainbow?” the mare blushed harder and shrugged nonchalantly.

When she spoke it was obvious she was lying. “Well, yeah maybe like five years from now.” Celestia quirked an eyebrow at the statement. ‘Well I suppose that makes my job easier.’

“You can tell me the truth Rainbow. We’re friends.”

“The rainbow colored mare turned back and bit her lip hard. When she spoke, her entire face was red “Well I mean… I guess I want foals now. When I see Scootaloo playing it warms my heart, so I kinda thought I wanted to have my own.” She shrugged and looked at some books “Not like it’ll happen soon anyways.” She mumbled out.

With her head turned away from Celestia, it gave the regal pony a perfect view of Rainbows plot as the mares tail flicked back and forth. It was swollen and puffy from a lack of care. On occasion it would clench and wink at the princess as lube dripped from it. Celestia smiled as her sheath swelled and expanded at the sight. ‘Oh I think it’s closer than you think Rainbow.’

Rainbow was mumbling something about books as she felt something drop on her back. “What the bu-“ her sentence stopped short as something prodded her marehood and somepony bit her mane playfully. Turning her head slowly, she came muzzle to muzzle with Celestia. Gulping she looked underneath her and gasped. Connected to the princesses body was a huge shaft waiting for entrance to her foal factory. Bringing her head up she looked back at the princess. “Um, princess? What’s going on?” she asked anxiously.

Celestia’s muzzle turned upwards before she spoke “You said that you wanted foals right?” a slow nod “Well I’m giving you a chance to have as many as you want,” Rainbow looked back down before looking back at the princess again. Celestia leaned forward, nest to her ear “Become one of my mares Rainbowdash. Have my children.” Pulling back the mare stared for a moment before leaning forward and connecting their mouths. A silent acceptance.

Celestia pushed her hips forward with a grown. The petite mares lips slid slowly around the large shaft as in inched it’s way in. Breaking the kiss Celestia moaned as the tunnel hugged her shaft tightly. Rainbow looked down with a grimace as her tunnel continued to be probed and stretched as Celestias shaft moved closer and closer to bottoming out.

At the last bit of her shaft, Celestia and Rainbow let out a joint groan. Rainbow’s canal was hugging the spear so tight she could feel the veins on it. “Get ready Rainbow I’m going to start.” With a slight nod, Celestia pulled out and began a medium tempo of thrusting.

“Oh princess, that feels so awesome.” Rainbow moaned out as Celestia bit her mane. Her wings shot out to the sides as the feeling of being dominated by a stallion worked its way over her. With a moan, she started to thrust her hips back slightly.

Above her, Celestia started panting as Rainbow clenched harder. Growling, she gave a big thrust which knocked Rainbow down, and left her butt up in the air. Bending over, she gripped Rainbow’s hips, and she started to thrust with more power which made the mare shake in pleasure. “Dear Faust, your tunnels are tight Rainbow. It’s amazing.” She groaned out as her sack slapped against Rainbow.

“Nggh, it doesn’t help that you have a monster between your legs princess.” She managed to pant out. Celestia was slamming into rainbow so hard now that some of the books were falling off the shelves. Her breaths came in quick gasps as she felt her balls tighten and her head start to flare.

Beneath her, Rainbow smiled while she felt the tingling of her nerves as her body began to shake. Looking up, she grabbed Celestia by the mane, and she pulled her into a deep kiss as her body exploded in a rush of sensations. It felt as if every nerve in her body had been electrified into pure pleasure and passion. Sighing into Celestia’s mouth, she closed her eyes as the orgasm rocked her body.

With a grunt, Celestia slammed into the petty mare one last time. As she bottomed out, her flare forced Rainbows tunnel wider than it had ever been, only adding to the experience. With one last grunt, her balls released a torrent of fertile juices into the foal factory. Rope after rope shot out of her as she slacked over the mare. When she finally slipped out, cum started to leak from Rainbow’s vagina and land in small puddles on the floor.

Looking up, Rainbow yawned and smiled. “That was amazing Celestia,” she yawned again, tired out from the heavy sex. “I can’t wait to do it again.” She nuzzled into Celestias chest as sleep overtook her.

With a tired grin, Celestia spoke “I can’t wait either. There’s plenty of that where it came from.” Yawning, she pulled the daredevil close and fell into a light sleep.