Lessons Learned

by nutcase4real

Rating: mature
Tags: My Little Pony: Friendship is Magic, Main 6, Romance, Spike, Comedy, Cutie Mark Crusaders, Sex
Length: 9421

Rainbow Dash has been ordered to train Princess Twilight how to fly with the help of Fluttershy, but Dash thinks about teaching her friends something else.

Rainbow Dash has been ordered to train Princess Twilight how to fly with the help of Fluttershy, but Dash thinks about teaching her friends something else.

Published 2013-12-19 04:00:04 UTC
Last updated 2014-06-08 06:49:17 UTC

Chapter 1

"Rise Rainbow Dash."

Rainbow Dash brought herself out of a bow and stood before the white alicorn with a multicolored flowing mane. Rainbow Dash wondered why she was summoned to the palace, and judging by the look on Princess Celestia's face, she wasn't in any trouble from her last big prank.

She had started a rumor about Pinkie Pie's cupcakes after she refused to tell what the "special ingredient" was, and then she "disappeared" for a few days. When she did check up on what was happening, she got one heck of a shock. Pinkie was on the run and everypony in Ponyville was after her saying things like, "You're a monster!" and "How could you?" It took Rainbow Dash a few hours to explain everything, but in the end all was well. Even Pinkie Pie laughed after it was all said and done. She even asked Dash to come over next week at three and help her make cupcakes, and then Pinkie promised she would show her what the ingredient was and how she got it.

"Am I in trouble Princess Celestia?", Rainbow Dash asked with a bit of a pout.

"No my most loyal subject. What makes you think that you'd be in trouble?", she asked with a warm smile.

"Nothing!", Dash quickly exclaimed.

Princess Celestia chuckled before continuing, "I have a special assignment for you Rainbow Dash."

"Anything for you Princess Celestia!", Dash exclaimed.

The Princess motioned for Rainbow Dash to follow her down the hallway on the left in her throne room. On either side of this particular hallway were paintings of all the great ponies of the past, and at the end of the hall was a painting of Princess Twilight's coronation ceremony.

Princess Celestia stopped and stared at the painting for a few seconds before turning back to Rainbow Dash and saying, "As you already know Rainbow Dash, Twilight is Equestria's newest Princess,", Rainbow Dash eagerly nodded in agreement, "which means that she has become an alicorn.", Rainbow nodded again, hanging on to every word that spilled out of the Princess' mouth, "What is needed of you, Rainbow Dash, is to help teach the newest Princess how to fly.", the Princess concluded.

"You can count on me Princess Celestia!", she said with a salute, "But uh, who else is helping me teach her?", Rainbow asked hoping that the Princess herself would be helping.

"Your friend Fluttershy will be helping you train Princess Twilight."

"Fluttershy?!", she half asked, half yelled with an arched eyebrow, "Look Princess, Fluttershy's my oldest friend, so I should tell you she couldn't teach Twilight half the things I know.", Rainbow Dash said with some pride building up.

"This maybe true, but she can teach Princess Twilight how to be graceful while in flight.", the Princess stressed the word Princess, "Something you yourself need to improve on, my loyal subject."

A picture of Fluttershy flying entered Rainbow's mind. She watched her wings rhythmically beat in slow motion. The air pushing her mane back off her face, exposing her beauty for all to see. She heard a faint giggle and watched as Fluttershy's face turn towards her and Fluttershy smiled and waved at her. She placed her hoof to her mouth and kissed it and then she blew the kiss to Rainbow. Rainbow caught the kiss and placed on her lips. She flew over to Fluttershy and placed a kiss on her lips. Soon she trailed a line of gentle kisses down Fluttershy's neck occasionally stopping to suckle her soft warm flesh. She trailed down her chest and stopped at her stomach. She began tenderly lapping her stomach and breathed in a lungful of the sultry sent being emitted by Fluttershy's marehood. Rainbow Dash decided that she needed to taste it now. She slowly positioned her hooves on either side of Fluttershy's folds and spre...

"Ahem?", the Princess said when she realized that Rainbow Dash wasn't paying attention anymore.

A blush graced the cerulean cheeks of the pegasus, and a small smile appeared on her face, "Oh, sorry."

The Princess smiled and said, "I know that this will be a new adventure for you and your friends, Rainbow Dash, but I have complete faith in you, as a mentor for Princess Twilight, and a friend."

Rainbow Dash felt the gravity of her new found position as the Princess said the word 'mentor'. It echoed through her mind again and again, as she tried to picture herself teaching Twilight.

'I bet by now that egghead has read every book in the library about flying. She's probably already read every book on the sky in general too!'

Rainbow Dash let that thought play out in her mind, and she tried to picture Twilight magically making books float around her as she craned her head one way then the next reading. She then pictured Twilight trying to fly after setting the books down and comically crashing into a pond or lake.

That's when she entered and showed Twilight the ropes. After a brief talking to with her new mentor Twilight was pulling some of the most amazing moves ever seen. Rainbow Dash walked over to congratulate her pupil. She watched as Twilight's eyes grew wide with anticipation as she approached, obviously eager to hear what she had to say.

"That was awesome Twilight! Not as awesome as me, of course, but it was still pretty awesome."

Twilight's smile grew wider and pulled Rainbow Dash into a hug, and thanked her over and over again for being the best mentor ever. Then just when Rainbow Dash was going to tell her that she had had enough, Twilight pulled her in closer, wrapped her wings around her, placed her lips on hers, as she placed her left hoof...

"Rainbow Dash?", Princess Celestia called out breaking Rainbow's chain of thought.

"Uh... yes Princess?", Dash with a nervous smile as she realized that she was sweating a little

and blushing.

"Will you undertake this endeavor?"

Rainbow Dash bowed down, "Yes Princess. I will gladly teach Princess Twilight and Fluttershy all sorts of new things.", she said with a small smirk to herself.

Chapter 2

Rainbow Dash walked out of the palace, waved good bye to the guards, and continued, down the path through the gardens, to the front gate. She walked through the golden gate and out onto the street. She continued walking to no where in particular, and decided to stop by a little resturant she saw on her flight to the palace to get a bite to eat. She sat outside and began planning how she was going to handle working with Fluttershy, and how to train her new pupil in the art of flying and other extracerricular activities.

She sat, deep in thought, barely even acknowledging the waiter waiting patiently waiting for her order. She ordered a spinach salad with a glass of water, and continued to think of her plan. Her eyes lit up as one thought led to another, and the pieces slowly fell into place.

She shot up from the table to her hooves and shouted, "I got it!"

She sat down on the ground with semi-evil grin on her face, while rubbing her fore-hooves together. It dawned on her shortly after about where she was. She glanced around the resturant's outside dining area, and sure enough, all eyes were on her.

She sheepishly smiled and waved at the other patrons and bashfully said, "Sorry.", as she turned crimson red and wished she could hide her face behind her mane like Fluttershy.

'Fluttershy', her name ran through her head again and again. 'She's my oldest friend, and for the longest time I've wanted to do more with her.', she let out a frustrated sigh, 'I know she knows I want more, but still she keeps on pretending like everything's just fine the way it is. I know she knows.', she glanced around the room at the other ponies, almost hoping that one of them would have an answer, 'And Twilight, she keeps on lecturing me. I mean why does she do it so often? Almost every pony in Ponyville knows that I swing both ways. I think she has a thing for me.'

Rainbow Dash sat and pondered on these thoughts for a few moments until her order arrived. She vaguely looked at her food and realized just how hungry she really was. She dug into her sallad post haste and soon there was nothing left. She paid for her meal, and walked into the street. She spread her impressive wings and gently began lifting herself into the air.

As she began flying back towards Ponyville she allowed herself to be drawn in by her thoughts. 'I wonder if my plan will work?', she felt her heart rate raise, 'And if it does what will it do to our friendship?'

Rainbow Dash began to run all of the different possibilities through her mind. Most of them ended in failure and her having to explain everything in a very awkward way, while her friends glared at her, but a few ended in bliss for her and one of her friends, and fewer still ended with her and both of her friends in the thralls of passion.

She scanned the horizon and saw that Ponyville was only a few minutes away. In no time at all she found herself standing in front of the Golden Oak Library, and she could hear voices coming from inside. She breathed in deeply, 'No sense in turning back now.', she thought to herself as she steeled herself for what may lie ahead. She knocked and waited at the door.

Chapter 3

A few minutes eariler...

"Um Twilight?", Fluttershy asked nervously, "What are you doing, if you don't mind my asking?"

"Hm?", Twilight glanced above her book that she had hovering in front of her, "Oh! Fluttershy, I didn't hear you come in. I was reading this book about flying.", Twilight said as she put the book down on the table.

"Oh Twilight, you can't learn everything about flying from a book. You have to get out there and try it.", Fluttershy said quietly.

Twilight smiled awkwardly and slightly blushed, "I know, I know, but I just wanted to learn the mechanics of flight first. Then I was going to go out and try it."

"That's fine, but you should really take things slow. You need to start at step one.", Fluttershy stated matter of factly.

Twilight's eyes lit up with the propects of learning something new, "What's step one?", she nearly shouted, startling Fluttershy, "Sorry.", she said quickly after her outburst, but she was to late.

Fluttershy was hiding in the storage closet, and Twilight was trying to calm her friend down and to get her to come out of the closet.

Knock knock knock...

'Who would be knocking on my door now?', Twilight wondered.

"Fluttershy? Just wait here, okay? I'll be right back.", Twilight said to the pegasus that had barricaded herself inside the closet.

She trotted over to the door and openned it to find, "Rainbow Dash? Can I help you?"

"No, but I can help you.", she coolly replied.

"What?", an obviously confused Twilight asked.

"I can help you learn to fly like a champ in no time at all.", Rainbow said as she stuck her chest out a little and beamed a smile.

"Oh that's right. Princess Celestia sent me a letter saying that you and Fluttershy were going to train me.", Twilight said.

"Right! So where's Fluttershy? I thought I heard two voices when I was outside.", Rainbow asked.

Twilight motioned over to the closet with her head and the two of them approached it cautiously. Rainbow Dash stuck her ear to the door and listened to Fluttershy frightened whimpers.

"What happened?", Rainbow asked in an overly annoyed tone of voice.

"Well I guess I frightened her when I yelled.", Twilight explained.

"You yelled at her?", Rainbow asked in a slightly raised voice.

"No I didn't yell at her. I just... got a little... excited.", Twilight carefully worded.

After a few minutes the two friends were able to coax the shy pegasus out of the supply closet and calm her down.

"So Fluttershy?", Twilight asked in a quiet voice.

"Yes Twilight?"

"What is step number one for flight?", Twilight asked with the same gleam in her eye.

"Preening.", Fluttershy said.

"Preening? What's that?", Twilight asked with an arched eye brow.

"Preening is when you or someponyelse doctor your feathers. You remove the old ones and readjust the remainders.", Dash said with a warm smile.

"And how do you do that?", Twilight's questioning continued.

"Well I guess Fluttershy and I can show you.", she said as she motioned over to a now wide eyed Fluttershy, "Is something wrong, Fluttershy?"

"But if someponyelse is doing it... It's suppose to be...", Fluttershy's cheeks grew redder and redder and she started to shrink back a little, "your special somepony.", she whispered.

"Yeah, but I thought that it would be best if she got to see it now, and since I'm the closest thing you have to a special somepony I thought, ya know, we could do it together.", Rainbow said.

Twilight glanced back and forth between Fluttershy and Rainbow Dash, covered her mouth with her hoof, and giggled. 'Even I can see the spark between these two. They just need to get it over with and kiss already.'

"Um, o... okay.", Fluttershy stammered.

"Great! Spread your wings Fluttershy.", Rainbow Dash looked over to Twilight, "You may want to take notes."

"Way ahead of you.", Twilight said as she magically hovered her notepad and quill.

Rainbow Dash looked into Fluttershy's eyes and nodded slightly. Fluttershy began to slowly open her wings, but she stopped half way and brought them back down to her sides.

"Um, Rainbow Dash?", Fluttershy said in a slightly shaken voice, "I'm not to comfortable with doing this."

Rainbow's world began to crumble around her. This wasn't suppose to happen like this. According to her plan she was suppose to preen Fluttershy, which would turn her on, then she would throw some moves towards Twilight, and she would get with at least one of them, but she didn't think Fluttershy would be this shy.

Rainbow Dash decided to act defensive, "What's Fluttershy? Don't you trust me?"

"Of course I do Rainbow Dash! It's just... I thought my first time with someponyelse, I just thought it would be...", Fluttershy trailed off.

"With your special somepony.", Rainbow Dash muttered.

Fluttershy nodded her head slowly and then dropped her eyes to the floor. She had known for awhile now that Dash had developed stronger feelings for her, but she just couldn't muster the same same feelings towards her. She just couldn't, she thought to highly of Rainbow Dash.

"Well," Rainbow Dash paused to think, "what if you... preen me?", she joined Fluttershy in staring at the ground.

'You two need to get a room.', Twilight thought to herself.

"Well," Fluttershy thought about it for a minute, she had preened her mother before and this couldn't be to much different, "okay.", she decided.

Rainbow Dash proudly spread her mighty wings and grinned. She could see the curiousity fill her friends eyes as she examined her spectacular wings in awe. Fluttershy tentively touched a few of Rainbow's feathers listening to her soft quiet moans.

"What's with her?", Twilight asked in a confused voice.

Rainbow glared at her, "Spread your wings.", she waited for her friend to comply, "Spread your wings now!", she shouted.

Twilight hesitately spread her wings and waited for what Rainbow wanted to do. She walked over and her expression softened from that of angry to tenderness and kindness. She gently took one of Twilight's feathers in her mouth and nibbled slightly at it. Twilight was taken by the exstacy that filled her body. Her knees trembled and her back arched as she began to confulse right there on the spot.

Rainbow Dash stopped nibbling and and stepped back before things got to far out of hoof. She eyed Twilight half expecting the newly crowned Princess to tackle her to the ground and begin to ravish her in front of Fluttershy.

Twilight let the haze that had overtaken her fade away before she looked at Rainbow Dash with a question burning in her mind, 'Why did you stop?', but she decided to keep it to herself for now. Rainbow Dash was a little confused at first, but decided to drop the topic since Fluttershy was turning a deep crimson red.

"Um, so... what happens next?", Fluttershy asked in a more shy tone than usual.

Chapter 4

Twilight and Rainbow Dash stared into each other's souls until, "G...girls? What happens next," Fluttershy broke the silence that had fallen upon the small library, "in the lesson that is?"

Rainbow Dash shook herself out of the stare down and cleared her throat, "Right! Um next," she paused to think, "next we do some wing excercises!", Rainbow Dash exclaimed.

"Oh... okay.", Twilight said as a weird awkward smile grew across her face.

"Twilight? Is everything alright?", Fluttershy asked since she heard the let down tone that Twilight had used.

"Oh, uh, it's nothing! Nothing at all.", Twilight said in an overly defensive tone.

'Nothing but the fact that I have never felt like that before, and I want more!', she thought to herself. She glanced over at Rainbow Dash and saw that her gaze was shifting from her wings and was trailing down her back, 'And oh my Celestia! Rainbow Dash is checking me out!'

Rainbow's eyes followed her friend's curves and she glanced back to Twilight's face and saw, 'Oh... I'm busted!' Shock rocketed through her body and she seized in place with a distant stare plastered on her face which also had beads of sweat running down it.

She flashed a nervous smile and said, "So... wing excercises. We should probably go outside."

"Good idea Rainbow.", Fluttershy happily chirped.

Fluttershy turned and began walking out of the library's front door, but Rainbow Dash and Twilight remained inside.

"Listen Twilight... I... uh...", Rainbow Dash wanted to apologize but she was cut off.

"We'll discuss this later Rainbow. After you.", Twilight said as she motioned towards the door, to which Rainbow responded by lowering her head and slowly walking towards it.

Twilight walked behind her friend and out of curiousity snuck a peek at her rump. 'Hmmm, her excercises are really great for toning that's for sure.', she watched closely as Rainbow's rump swayed back and forth as she progressed to the door, 'Maybe I struck out with the stallions for a reason. Maybe I should have been looking for a sporty rainbow maned mare instead.', she thought to herself as a mischievious grin appeared on her muzzle.

As the two made it outside they saw that Fluttershy was talking to Pinkie Pie, and she was kicking at the ground and blushing profusely.

"What's going on over there?", Rainbow Dash asked Twilight.

"I don't know.", she admitted.

"I've never seen Fluttershy blush like that before. We should go see what's up.", Rainbow suggested.

Twilight nodded and Rainbow prayed to Celestia that whatever was happening might get her out of the awkward situation to come. The two of them approached Pinkie and Fluttershy, and caught the coat tails of the conversation.

"We should invite them anyway it's not like everypony has to play the game, and who knows, it could be fun and...", Pinkie Pie looked over Fluttershy's shoulder and saw Twilight and Rainbow approaching, "Oh hi girls! What's up?", Pinkie asked in her normally cheerful tone.

"We came over to ask the same thing.", Rainbow Dash said with a smile.

"Oh, I just came over to send out some invites to a super secret party and sleepover I'm having at Sugarcube Corner!", Pinkie Pie said excitedly.

"Oh really? When?", Twilight asked.

Pinkie Pie looked at a watch, that Twilight was positive wasn't there a few seconds ago, and said, "It starts... now!", Pinkie Pie jumped into the air, threw confetti, and popped a party horn into her mouth and blew. She landed and said, "So, you two want to come? Fluttershy has already said yes."

"Sure!", Rainbow Dash said psyching herself up for another awesome Pinkie Pie party.

"Of course, but what's the party's theme?", Twilight asked.

"If I tell you, it wouldn't be a secret silly.", Pinkie said as she poked poked Twilight's muzzle with her hoof.

Twilight shugged this off as Pinkie just being Pinkie, "Okay, but what about the flying lessons?", Twilight asked.

"Oh I think we've done enough for today, right Rainbow?", Fluttershy said.

"Yeah, let's go party Twi.", Rainbow said enthusiastically as Fluttershy and Pinkie Pie began walking in the direction of Sugarcube Corner.

Twilight eyed Rainbow Dash and saw that she genuinely excited about the party, she walked over and whispered in her ear, "This changes nothing between us. We still have to talk about what you did in a more... private setting." Twilight began walking towards Sugarcube Corner, as she did she sha-shayed her hips back and forth, and lightly whipped her tail into Rainbow's face.

Rainbow sat down and her jaw dropped. She brought her hoof up to her face, and rubbed where Twilight's tail had made contact, 'Is... is she okay with me checking her out?', she asked herself. 'Probably not. She'll probably make me do some embarressing things,' she looked up and saw Twilight look back at her and smile, 'or tease me.'

Pinkie Pie looked back at her friends and smiled, 'Oh this party will be more fun than the time I went 'Gasp', and through that super spectacular party for Twilight when she first got here.'

Pinkie felt somepony poke her side, "Are you sure about this?", Fluttershy asked and her cheeks turned a deeper shade of red, "If you don't mind my asking that is."

Pinkie Pie put on a determined smile and said, "Don't you worry about a thing Fluttershy! You just leave everything to your Auntie Pinkie and stall them for a minute or two!", she chirped as she speed ahead to Sugarcube Corner.

"I'm a year older than you.", Fluttershy said as she turned towards her friends. She looked at Twiligt, who was looking like she was very proud of herself for something, and then at Rainbow Dash, who looked like she was a startled deer, "Um, girls, is everything alright?", she asked.

"Hmm? Oh everything's just fine, right Rainbow?", Twilight asked as she flashed a smile towards her.

"Uh... yeah. Everything's fine.", she said as a nervous smile appeared on her face.

Fluttershy noticed that her friends were getting ready to start moving again, so she decided to do something that was counter intuitive, "Hey girls, I've noticed a bit of... tension between you two. Maybe before the party, you two should, you know, talk it out?", she said with a small smile. "If you don't mind that is.", she said backing down from her bold statement, "I'm trying to be more assertive.", she whispered.

Twilight looked over at Rainbow Dash with a slightly determined look on her face, "That sounds like a great idea."

Rainbow Dash gulped loudly, "Yeah a great idea," she looked at Fluttershy, "thanks.", she mumbled.

Twilight turned and walked back towards the library. She turned and saw Rainbow Dash slinking along behind her. She slowed down and looked into her friends eyes. She saw the small amount of worry that filled her magenta pools. Twilight loved it.

"What's wrong Rainbow?", she asked with a smile.

"Cut the crap Twilight. You and I both know what this is about. Just tell me one thing.", Rainbow said.

"And what's that?", Twilight asked, her curiousity peaked.

"How much trouble am I in?", Rainbow asked.

Twilight beamed a michievious grin, "Who said you were in trouble?"

Rainbow smiled and thought to herself, 'Phase one complete.'

Chapter 5

Fluttershy walked up to the front door of Sugarcube Corner and walked inside. Pinkie Pie was no where to be found on the ground floor. Behind the counter was Mrs. Cake.

"Oh, hello Fluttershy. How may I help you?", she said with a warm smile.

"Hello Mrs. Cake, do you know where Pinkie Pie is?", Fluttershy asked.

"Yes I do. She's upstairs in her room, prepareing for the sleepover.", she said.

Almost as if on cue, Pinkie Pie came bounding down the stairs and burst out into the bake shop humming a merry tune and dancing around, "Oh hey Fluttershy!", she zipped over to her and asked quietly, "Are they here?"

"No, they're handling some," she used her fore hooves and made air quotations, "issues."

"Perfect!", Pinkie said as she placed a moustache on her face and rubbed her fore hooves together, "Everything is going according to plan."

At the same time inside Golden Oaks Library

'Everything is going according to plan!', Rainbow Dash thought as she walked through the door. 'I just have to keep putting on this "I'm in trouble" act and bingo!', she could almost laugh her plan was going so well.

"So Rainbow, we both know you were checking out something other than books here earlier.", Twilight said.

It took everything Rainbow had but she was able to push her excitement down and put on another nervous apologetic face, "Yeah, it's true.", she said as she lowered her head.

"Are you a lesmarian Rainbow?", Twilight asked quietly.

Rainbow Dash genuinely blushed, "Yeah, yeah I am.", she said as she kicked at the ground.

"Well, Rainbow, I'm not.", Twilight said with a stern voice.

'Wait what?', Rainbow thought to herself, 'What did she just say?' Rainbow's anger began to rise, she was so close. There was no way she was going to let Twilight get away. She was to close to what she wanted.

"But...", Twilight continued.

Rainbow Dash's head shot up, 'But? But is good.'

"I do love learning new things.", and with that Twilight leaned in and kissed Rainbow.

Sugarcube Corner- Pinkie's room

"So Pinkie Pie," Fluttershy asked while looking around at the decorations Pinkie had set out for the party, "who have you invited?"

Pinkie Pie looked up from the poster she had sprawled out across the floor for Pin the Tail on the Pony, "Oh just all of our closest friends!"

"Um, Pinkie? I thought this was going to be a party for the two of us?" Fluttershy started, "I don't think our friends enjoy the same 'activities' we do."

Pinkie Pie looked at Fluttershy and burst into deep uproarious laughter, "Oh Fluttershy," she wiped a tear out of her eye, "you really should learn to read our friends better."

Fluttershy felt a trinkle of anger rise within her, "And what does that mean?"

"Trust me Fluttershy. My Pinkie Sense gave me two tail twitches and a sneeze.", Pinkie said with a large beaming smile.

"What does that mean?", Fluttershy asked.

"Our friends are already enjoying their own 'activities' right now.", Pinkie Pie said.

Fluttershy blushed deeply, "Do... do you know who?"

Pinkie's eyes lit up and she answered in an excited tone, "All of them!"

"Um, are you sure?", Fluttershy asked incredulously.

"Yep, yep, yep!", she said quickly her tone of voice raising with each word. She looked into Fluttershy's eyes, "Including us!", and with that, Pinkie dove onto Fluttershy, tackling her onto the bed.

Sweet Apple Acres earlier that day

"Hey Rarity, what's up?", Applejack asked her friend warmly.

"I came by since you asked me so nicely to in your letter darling.", she replied as she pulled a letter out of her saddle bag.

Applejack arched an eyebrow.

Chapter 6

Applejack, with an arched eyebrow said, "But I never wrote you a letter sugarcube," Applejack's suspitions began to rise, "and even if I did," she walked over and placed her hoof on Rarity's shoulder, "I would have given it to you personally."

Rarity scoffed lightly and dropped the letter on the ground in front of Applejack, "Oh I know this darling," she started wiping off the dirt, left by her friend's hoof, "but who could have done this?", Rarity placed her hoof under her chin, "I mean who would want us to be together now?"

Applejack looked down at the letter and began to read.

'Dear Rarity,

Please meet me at Sweet Apple Acres at three o'clock today. I have something I need to tell you.

Your friend,
Applejack xoxoxo'

Applejack glanced back up to her friend, "Yeah, who would do this?"

"I don't know darling, but I think I have a pretty good idea would it could be.", Rarity said with a hint of anger in her voice.

"Who?", Applejack asked.

"The 'Cutie Mark Crusauders Match Makers'.", Rarity said in a mocking tone.

"Now Rarity, we don't know fer sure.", she said while bringing her her hoof into the down with a little force, "We can't go accusing folks like that."

"But darling, this is going to far!", Rarity exclaimed while shielding her eyes from the sun.

It was abnormally hot today for some reason. The sun was high in the sky, and there wasn't a single cloud in sight. Rarity, while shieldig her eyes, glanced towards the sun and cringed.

'Why didn't the weather team leave some of the clouds from yesterday?', she tought to herself.

Applejack wiped the sweat off her brow, and waited for her friend to continue the conversation. Applejack also glanced towards the sky, and almost expected to see a certain cerealin pegasus frowning towards the two of them, but thankfully, she was no where in sight.

Applejack breathed a sigh of relief, 'That would've been awkward.', she thought to herself. Applejack had for a long time held a crush towards Rainbow Dash, and she felt that the feelings were returned, but if Rainbow had seen her with Rarity, it may have sent her the wrong message. Applejack wanted Rainbow Dash more than she wanted apples to be viewed superior to pears and oranges, but she hadn't much time to learn how to court or even what to do with another mare.

Rarity glanced into her friend's eyes and saw something. She saw the distant longing for forbidden love, a passion so fierce, that she could feel the flames lapping at her flesh. Then there was the sadness that was present in her eyes, almost as if Applejack expected to see somepony there in the sky, and Rarity thought she knew who.

"Um, Applejack, darling?", Rarity placed a smile on her face, "Is everything alright?", she asked her friend with genuine concern evident in her voice.

Applejack didn't hear her friend, hence she didn't answer. Her mind was on a cerealin pegasus. She had realized soon however, that the current situation was getting uncomfortable.

"Did you say something sugarcube?", Applejack asked with a small sheepish smile.

Rarity's smile grew larger, "Did it hurt?", she asked.

Applejack grew confused, "Did what hurt?"

"It's obvious darling, that you fell hard.", Rarity said in a slightly excited tone, "So who is it?"

Applejack's face grew red and she said, "I think I better get back to work. We had a lot to do..."

"Now darling really, you have to take time for yourself! I'm sure your family will understand.", Rarity interrupted.

Applejack gasped, "What do you mean? We need all the help we can get out here, and now yer tellin' me that it'll be ok to just leave them?"

"I'm not saying that dear, but even you have to understand, that every once in a while, a lady needs to tend to her own... needs."

Applejack released a befuddled look across her face, "What does that mean?"

"Come with me darling and find out.", Rarity said in a tone that, to Applejack, sounded kind of sultry and sexy.

Rarity began walking towards the farm house and motioned for Appplejack to follow, 'What is she goin' on about now?', Applejack thought to herself, but she reluctantly followed. She watched as Rarity's plot sha-shaid back and forth with each step she took. 'I wonder what she's goin' to do.', Applejack's train of thought continued.

Rarity's mind was ablaze with things that she wanted to do. She had dreamed of this moment for so long, but the only thing missing was that Applejack didn't want her. Rarity realized this, but she didn't care. She wanted this, and nothing was going to stop her. She tried to think of something to say but no words came to mind, all she could do was look back and wink at her friend.

'Oh,' Applejack thought, 'I think I know where this goin'.'

A plethera of thoughts and ideals ran through her mind, but she tried her best to steel herself. Applejack knew she didn't feel the same way about Rarity as she did about Rainbow Dash, but she still felt like something might be there. The two mares walked into the house and started heading upstairs.

"What are ya'll doin'?", a big booming voice rang out from behind them.

Rarity turned her head and saw Big Mac in the living room. He had came in for a quick juice break, and was relaxing on the couch, when he saw his sister and Rarity walking up the stairs. He could smell the juices in the air, and today he felt like being a little nosey.

"We're going to talk about girl things darling, don't you worry yourself about it. Applejack's in good hooves.", Rarity said as she flashed a smile towards him and winked.

Big Mac blushed a bit and said, "Okay, I guess I can cover for her for the rest of the day."

"Excellent!", Rarity exclaimed with sparkles in her eyes.

"Um, thanks Big Mac. I really need to talk with Rarity.", Applejack hesitantly stated thoughtfully.

'Oh we'll be doing a lot more than just talking!', Rarity thought to herself.

Big Mac chuckled, 'I knew it.'

Rarity and Applejack continued up the stairs and walked into Applejack's room after they reached the top. Rarity walked over and sat on the bed and patted the top quilt.

"Come, sit darling. I promise, I won't bite.", she said coolly. 'Not unless you want me to.', she thought silently to herself as she smiled.

Applejack slowly made her way to the bed and sat down next to Rarity, "So what now?", she asked quietly.

"Well what do you want to do?", Rarity asked in a sultry tone.

"I dunno. I've never done this sorta thing before.", Applejack admitted with a deep blush.

"Well we could start like this.", Rarity said as she leaned in and lightly pecked Applejack's lips.

Applejack reeled in the sensation that rocketed through her. She had never felt this kind of excitement before. Her nether regions began to heat up and she felt her juices begin to flow. She badly wanted to fulfill this new aching need that had developed, but she just didn't know how, and that fustrated her.

Rarity smelled the air and she could make out another scent other than her own marehood. She could tell that Applejack was getting excited, and this excillerated her even more, but she knew that she had to take things slow if she wanted to finish what she had started.

Applejack brought her hoof up to her chin and began to think, 'That felt pretty good, but I always thought that my first kiss would be with RD.'

She looked into Rarity's eyes and saw what looked like pure joy and realized something.

"So...", she said catching Rarity's attention, "how long have you wanted this to happen?"

It was Rarity's turn to blush, "Well, honestly darling, I...", Rarity stopped herself and looked down to the ground, "It's been quite a while darling.", she admitted and began staring at the floor.

A few moments of silence past by before it broken, "How long have you wanted Rainbow Dash?", Rarity asked.

"The same amount of time that you've wanted me sugarcube.", Applejack answered.

"Did I just make things weird between us?", Rarity asked, and Applejack shrugged her shoulders and sighed. Suddenly an idea hit Rarity, "Darling, I think I just figured out a way we can both have what we want."

"Yeah, and how's that?", Applejack asked with an arched eyebrow.

"You just wait here and I'll be back as soon as possible.", Rarity said.

She began making her way towards the door, but stopped just short of it, turned, and blew a kiss towards Applejack.

Applejack stared wide eyed at Rarity, but she absent mindedly caught the kiss and placed it on her cheek. She sighed again as Rarity left her room, and she began to ponder just what her friend had planned.

About thrity minutes later there was a knock at her door and Applejack got up from her bed and walked over to the door. She openned it to find...

"Rainbow Dash? To what do I owe...," Applejack took a closer look as the pony entered her room, "wait, you're not RD.", Applejack said, feeling a bit foolish.

The pony she was staring at looked very simular to Dash, but she was missing her wings. The pony turned towards the light, and it was then that Applejack realized just who the pony was.

"Rarity?", she asked in an incredulous tone.

"I told you darling," she looked back at Applejack and said in a voice that almost sounded like Dash's, "we can both get what we want."

Author's Note

Let me know what you guys think of the story so far.

Chapter 7

Twilight Sparkle held the door to the library open with a rather large smirk, "I think we have a lot to talk about Dash.", she said in a soothing tone.

It took all she had, but Rainbow Dash was able to hold in the excitement that was exploding within her. Her heart rate doubled, her breathing quickened, and her knees began to shake as she stopped in the library's main room. Her ears perked up as she heard the door's lock click.

She turned and eyed Twilight hovering in the air with her front hooves crossed over her chest, and a large smile upon her face. "So Dash, are you ready to get started?"

Rainbow Dash's eyes went wide, and they began to sparkle ever so slightly. Her wings began to stand erect, and she felt her heartbeat within her wings as they stiffened more and more.

Twilight clumsily floated towards Rainbow Dash. She took in a breath and she detected a sweet scent that got stronger as she got closer to Dash. Awkwardly, she landed in front of her and chuckled.

"Excited are we?", she asked in a playful mocking voice as she paced slowly back and forth, taunting Rainbow with her tail.

"I uh... I...", was all Rainbow could get out. She couldn't think clearly. All her mind was focused on, was the lavender alicorn in front of her. Not flying, not the Wonderbolts, only her. She wanted to tackle her and take her right then and there, but she didn't.

"Did you honestly think I wouldn't notice you staring?", Twilight purred in her ear tenderly.

Rainbow Dash opened her mouth, but found no words were willing to come out, so she closed it and continued to stare wide eyed at her friend.

"What's the matter Rainbow Dash? Dragon got your tongue?", Twilight asked as she whipped Rainbow's cheek with her tail. "Or are you planning," Twilight blushed a little, "on doing something else with it?"

'That... was... hot!', Rainbow thought to herself as she rubbed her cheek and a devious grin grew across her face, 'If she keeps this up, I won't be able to control myself for much longer!'

"What does that mean Twilight?", a familiar voice rang out from above.

"Spike! Um, it means, uh...", Twilight began to turn beat red, "You see Spike, um, it means nothing. It's... it's just... an expression... of speech?"

Spike just shrugged and began walking down the stairs. "You know Twilight, I've read enough of your 'private' collection to know what's going on here. You don't have to lie, but it's okay.", he said with a smile. "I was going to go see what Rarity's up to any way."

Spike began walking towards the door as he reached the ground floor, and as he walked past Rainbow Dash he whispered, "I knew it." As he approached the door he turned around and and waved good-bye to Twilight and Rainbow Dash before turning back around, unlocking the door, and leaving.

"I can't take it any more!", Rainbow Dash shouted.

"Wha...?", was all Twilight could say before Rainbow Dash kissed her. It was a bit unexpected, but Twilight welcomed it after a moment and leaned into it, forcing the kiss to grow in passion, depth, and length.

The two mares slowly pulled away from one another after two minutes, a single thread of saliva was the only proof left of the warzone of fiery passion that their lips and tongues had created. The thread broke and each mare gasped deeply for much needed air.

"You have... no idea... how long... I've wanted... to do that.", Rainbow Dash said breathely in between gasps for air.

Twilight chuckled and lightly nipped Dash's ear. The fire between Dash's legs began to consume her from this new sensation. She needed relief from this torment, but at the same time she relished it. This was something that she had wanted for a long time, and she wanted it to last.

Twilight saw the sparkle in Rainbow Dash's eyes. She knew that Dash wanted her to go further with her, but she felt like she wasn't ready for that at this time, and besides, she enjoyed watching Dash squirm like this.

'Maybe I should go all the way with her,' Twilight paused to think for a moment while she tortured Dash a little more, 'just to see what it's like.'

Twilight pushed Rainbow Dash onto her back and slid on top of her.

Sugarcube Corner

Pinkie Pie's and Fluttershy's kiss broke after a few minutes, and the two of them got off of Pinkie's bed.

Pinkie Pie gazed lovingly into Fluttershy's eye's and asked in her chirpy voice, "So what do you want to do now?"

Fluttershy blushed deeper than she ever had before as she said, "I think you know the answer to that Pinkie."

Pinkie Pie grinned and said, "Well we have a few hours before our friends arrive for the party.", Pinkie said while deep in thought.

Flustered, Fluttershy grabbed Pinkie and brought her into another kiss, which Pinkie graciously accepted, and the two mares threw themselves onto Pinkie's bed and began to explore each other's body with earnest.

Pinkie's hoof was the first to hit pay dirt. She let her hoof follow the warmth and moisture her marefriend's folds were releasing. Fluttershy's pursuit was brought to an aburpt end when Pinkie's hoof made contact with her feminine parts. The simple touch sent wave after wave of pleasure rocketing thoughout her body. She could do nothing other than moan and flinch in extacy.

Pinkie Pie gazed into Fluttershy's eyes, and saw that she wanted more, but she was to polite to demand it. Pinkie Pie grinned at this relization, and continued with her games.

Suddenly an idea came to Pinkie, "You know Fluttershy, I think I've figured out a way to help you conquer your shyness in bed.", she said as she stopped toying with Fluttershy.

Fluttershy slowly openned her eyes and asked, "H... how?"

"I'm not going to do anything else until you get more assertive.", Pinkie said with a devilish grin.

"B... but...,"

"Nope! Nothing! Nada!", Pinkie chirped as she rolled out of her bed and began to stretch out her back with her tail in the air. She stretched herself directly in front of Fluttershy only to tease her.

Fluttershy jumped out of the bed like it was on fire. For the first time ever Pinkie found herself asking, 'How did she do that?', when she blinked and openned her eyes, only to find that Fluttershy was standing in front of her with a look on her face that Pinkie had never seen before. She looked half crazed, but while in complete extacy.

Fluttershy placed her hoof on Pinkie's chest and said in a low sultry tone, "How's this for assertive?", as she pushed her back onto the bed, hovered off the ground, and landed on top of her.

Sweet Apple Acres

Applejack stared bewilderdly at Rarity for a few moments. She let what she was seeing process in her mind. Here was Rarity, and she was dressed as Rainbow Dash, and the voice she was using, sounded almost exactly like Dash's.

Thoughts and ideas raced through Applejack's mind, and Rarity could see this. She could see that Applejack had her doubts, but Rarity had wanted this for so long that she decided that for just this one day, she would help things along; she would get what she wanted.

Rarity began modeling her new attire for Applejack. The burning need between her legs grew more and more as the seconds flew by. Applejack's eyes trailed Rarity's every move, and this only made her aching need grow larger.

Finally Rarity walked over to Applejack and whispered in her ear, "Do you like it?"

Applejack stopped staring at Rarity, and shook her head quickly back and forth, and asked, "What was that sugarcube? Ah was miles away."

After a moment of quick thinking, Rarity put on her best impression of Dash's determined face and said in Dash's voice, "I asked if you wanted to wrestle."

Rarity flung herself onto an unsuspecting Applejack, and wrestled her down to the ground. Rarity tenderly stared into Applejack's startled eyes and quickly counted to three.

She stood up triumphantly and started prancing around Applejack who was still on the ground, "I told you I'm the best.", she said to Applejack in her Rainbow Dash voice.

Applejack grinned, adjusted her hat, and stood up, "Ok 'RD', how about a rematch?", her grin became more mischievious, "But only this time," her grin became a full blown smile, "we'll play by some new rules.", Applejack put a lot of emphasis on 'new' and winked.

Rarity rubbed her fore hooves together, 'This is exactly what I wanted.', she gleefully thought to herself. She almost started jumping up and down like Pinkie Pie from all of the excitement she was feeling. She readied herself for whatever may come of this, and nodded her head up and down eagerly. Rarity grinned and began to ready herself.

"Go!", the word caught Rarity off guard and almost immediately she found herself pinned to the floor of Applejack's room. Applejack brought her mouth close to Rarity's ear and whispered, "The new rules are simple sugarcube.", Rarity didn't know why, but the way Applejack said 'sugarcube' seemed more pleasing than usual, "The first one of us to you know, release, looses."

Applejack pulled herself off of Rarity, and saw that her jaw was wide open while her eyes sparkled brightly in the candlelight. Applejack had to admit that Rarity looked pretty sexy in this light while under her. She stepped to the side and allowed Rarity to get up.

"And one more thing sugarcube," Applejack said as a grin grew across her face once again and she began removing the blue make up from Rarity's face, "no magic. It wouldn't be fair ya see.", she explained.

Rarity simply nodded in agreement as she thought to herself, 'She wants me! ME! Not Rainbow Dash!' Rarity readied herself once again. She let a small twingle of anticipation grow inside her heart as she waited for the one word she had wanted to hear for a good long while.

"Ready?", Applejack asked in a low tone that sounded some what sexy, "Get set.", she said in the same tone. "G..."

Applejack was interupted by the sound of her door being knocked on. She and Rarity exchanged puzzled faces with one another.

"Who's there?", Applejack asked in a slightly agitated tone.

"Hey AJ, is Rarity in there?", a familiar voice asked.

"Uh, Spike? Applejack and I were busy sweetie. Could you come back later?", Rarity said as a small blush graced her cheeks.

Spike openned the door, "Do you guys need some", he looked at Rarity and back at Applejack, "help." His jaw dropped to the floor as his kept darting from Rarity to Applejack and back. He stifled back a tear, spun around, and hurtfully marched out the door.

"Spike it isn't what it looks like!", Rarity cried out, getting a look from Applejack that she recoiled from. "Okay, so it is what it looks like.", she said quietly.

"No Rarity," Spike said as he stopped and put his claw up with his palm facing her, "it's okay. I see now that I never had a chance.", he inhaled sharply, "So I'm going to do what any dragon in my position would do."

"And what's that Spike?", Applejack asked tenderly.

"Forget my sorrows with a few donuts.", Spike said in a dejected tone.

"Do want some company?", Applejack asked.

"No thanks," he said as he looked back at the two mares, "I can see you guys are really," he inhaled sharply again, "busy."

Spike turned around and walked out of Applejack's room, shuting the door behind him. Applejack turned back towards Rarity and smiled lightly, "Well Rarity Ah think ya broke his little heart."

"Yes, it seems so. I'll have to make it up to him later somehow.", Rarity said thoughtfully.

"So where were we anyway?", Applejack asked as she got in her ready stance.

Suddenly she found herself on her back, with Rarity on top of her, "Go.", she whispered.

Chapter 8

Spike walked dejectedly down the cobblestone road, kicking the loose grave as he went along. He looked up into the sky and watched the clouds lazily roll by. Every one of his friends were hooking up with one another, while he had nopony to call his own.

"Twilight's with Rainbow Dash. Rarity's with Applejack. What's next, Fluttershy and Pinkie Pie?", Spike asked openly to no one in particular.

He saw a flash of yellow out of the corner of his eye and turned to see just what this blob was. He turned and spotted a very familiar group of fillies.

"Hey Applebloom, Scootaloo, and Sweetie Belle. Where are you guys going in such a rush?", he asked.

"What? Oh hey Spike, we're goin' to our clubhouse!", Applebloom said excitedly, "Wanna join us?"

"Um, I'm not sure. I was gonna go to Sugarcube Corner to get some donuts.", Spike almost mumbled.

Sweetie Belle reached into her saddle bag, and produced a box, "You mean like these?", she asked as she tossed them to the ground, the lid came open and revealed a dozen chocolate glazed donuts with rainbow sprinkles.

"Ye...yeah," he looked over to Applebloom, "are you sure you guys won't mind if I join you?", he asked.

"Of course not Spike! You're our friend, and besides," her smile grew wider and warmer, "we've been meaning to make you a Cutie Mark Crusader for some time now!", Scootaloo explained.

Spike nodded his head rapidly, and began following the young fillies. He was feeling a little better after having a donut and began thinking about just what would they do in the Crusader Clubhouse.

After a while he decided to ask, "Hey grls, just what exactly are we going to do?"

"Oh we're going to try an idea we got from Twilight!", Sweetie Belle squeaked as she jumped into the air and flailed her legs.

Spike began sweating a little bit as he asked his next question, "And," he swallowed a lump in his throat, "what would that be?"

"We're going to be 'Cutie Mark Crusader Playwrighters or Actors' yay!", the three fillies shouted at once.

Spike arched his eyebrow and against his better judgement asked, "Actors? What? How did this happen?"

Scootaloo spoke up, "Well we went into the library to get a book on cutie marks, right?"

"Okay.", Spike said.

"And we saw that Twilight had Rainbow Dash tied up and was about to hit her with a whip," Sweetie Belle continued.

"Wait what!?", Spike exclaimed, spitting out the mouthful of donut he had.

"So we asked why was she doing that." Applebloom said obviously not hearing Spike's question.

Before Spike could continue questioning the fillies Scootaloo continued, "And she said that they were rehearsing a play!"

"So we decided that we would write our own play.", Sweetie Belle said.

"And star in it!", Applebloom exclaimed.

Spike was speachless. He just stared at the fillies flabbergasted with his mouth wide open. He stopped walking walking and just watched the fillies keep going. "Wha... what's your play going to be about?", Spike asked, fearing the worst.

The three crusaders stopped and turned towards Spike with confused looks on their faces.

"We haven't really figured that part out yet, but what ever it is; it will be awesome!", Scootaloo exclaimed.

"But we don't really know what we're doing." Applebloom said sadly.

"Do you think you could help us Spike?" Sweetie Belle asked.

"I guess I could help you guys.", Spike said with a small grin.

"YAY!" the fillies shouted in unison.

A few hours later in the Crusader Clubhouse...

Spike looked up from the manuscript titled "Devoted Bonds" that he and the fillies had wrote for their play. The three fillies were upset when they expectantly checked their flanks and saw nothing was there, but they perked up when they remembered that they would get their cutie marks for sure when they performed the play for the town.

Spike interrupted their cheering with a question, "Hey girls? Who wrote the third act?", Sweetie Belle raised her hoof and shook it wildly, "This part here doesn't make any sense."

Sweetie walked over and read the part that Spike was pointing to.

She smiled sheepishly and said, "I'm sorry. I must have gotten mixed up after I heard Rarity shouting Applejack's name.", she looked over to Spike, "Why wouldn't you let me go see why she was shouting?"

Spike turned a little red and said, "I'm sure it wasn't for anything bad."

"But it sounded like she was shouting at the top of her lungs!", Sweetie said in a worried tone.

"Just trust me Sweetie Belle.", Spike said as he ruffled her mane a little bit eliciting a small giggle from the filly.

"So what are we going to do for the final scene?", Scootaloo asked after a few moments of watching Spike and Sweetie Belle stare at one another.

Spike shook his head gently and his eyes widened with inspiration, "What about a party scene?"

The three fillies thought about it for just a nanosecond before shouting, "Yeah!", in unison.

"But where are we going to get everything we need for this play?", Applebloom asked openly.

"We could ask our friends.", Spike said. "I'm sure Rarity would help with the costumes, Fluttershy could help with the animals that we'll need, Applejack could sell refreshments at the grand opening, Pinkie could help decorate, and everyone else could help with setting up the stage and the different scenes.", Spike explained, "That is if they're not... busy.", Spike said.

"What does that mean?", Applebloom asked with an arched eyebrow.

"Oh! Uh... nothing! Nothing at all!", Spike said with a bead of sweat rolling down his face.

"Great! Let's go ask them now!", Scootaloo squealed.

"They should be at Sugarcube Corner by now, I heard Rarity say earlier, that Pinkie Pie was throwing a slumber party or something!", Sweetie jovially added as she exited the club house.

"Crusaders,", Applebloom shouted playfully, "away to Sugarcube Corner!"

Spike wiped the sweat away from his brow, kicked himself in the rear for suggesting it, and said a silent prayer to the princesses that the fillies sisters wouldn't be 'busy'. The three fillies ran ahead of him leaving him to his thoughts.

'Please don't let them be 'busy'!'

Author's Note

Sorry for the long wait. Feel free to critique the story, and leave a comment below telling me why you like or don't like the story. Thanks for taking the time to read my story, and I'll try to put some more work into this one for those who care.