A Night To Remember

by RarestRarity1779

Rating: mature
Tags: Twilight Sparkle, My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Sex
Length: 18883

Rainbow Dash and Twilight Sparkle are the best of friends, but could it be that they can amount to more after a sleepover? Could it be that the sleepover will be one of those that is indeed, A Night to Remember?

Rainbow Dash is just now preparing for the Running of the Leaves. Anypony who's anypony knows that if you really want to be the champion, and beat some old rivals in the process, you have to hope hard and train harder. Twilight Sparkle on the other hand, isn't concerned with such trivial matters and finds herself much more interested with a mysterious power that overcomes Rainbow Dash, a power which may do more for them other than lead to a couple of investigations. Little does Twilight Sparkle know though, Rainbow Dash has a deep, dark secret that nopony else knows. Could it be possible that this deep, dark secret pulls them together and then has the power to thrust them into an adventure of lust and maybe something a little...more?

- A commission story for a party that prefers to stay anonymous.

-- An eventual sequel will come, but most likely after another commission fic, and for those who follow it, the sequels that have been promised to the Fimfiction community.

--- Also, my first Rainbow Dash story! Welcome to the ranks Rainbow!!

Published 2014-01-13 23:20:05 UTC
Last updated 2014-01-13 23:20:05 UTC

Chapter 1

“Man it sure is cloudy today,” Rainbow Dash mumbled to herself as she dashed through the sky.  She was off to the park to practice for the annual running of the leaves as she would need all of the practice she could get this year to beat Applejack.  “That medal is mine this year!” she cheered herself on as she reared back and shot forward like a bullet, eager to get the training going; it was her fourth week of straight training and now it looked like there was no way even Applejack could beat her.

After a few more minutes of flying, she eventually pulled off her perfect landing on the terrace of the park.  She looked about the park and observed the path for ponies that might be caught in the crossfire.  Sure, Rainbow Dash was eager to show off her speed and skill as much as the next mare, but what good was your admirer if they were pancaked by your speeding body?  Luckily enough though, the park seemed to be deserted except for a few groups scattered here and there that were well clear of the path.  Rainbow took one more glance at the path, merely to scope it out this time, and then proceeded to her usual start spot, a wooden bench that was conveniently located just off the park’s dirt path in the grass.  Once there, Rainbow Dash did her usual warm up routine which consisted of ten wing flexes, five push-ups, and forty-five seconds of speed-varied running in place.  Now was the time, now she was ready to run, and most importantly, beat her previous record.

She crouched down in a starting position beside the bench and took a deep breath.  “Alright Rainbow, same as always: Start off slow and then race your heart out,” she whispered to herself and then took one more breath.  With that, she was off, starting out her run in a graceful canter.  Every good athlete knew the track as well as they knew themselves, and even though Rainbow Dash knew this park path like the feathers on her wings by now, it always paid to refresh her memory.  Running in this way, slow to fast, allowed her to conserve energy while she got the layout of the track in her mind.  Rainbow didn’t have much to do other than think to herself and make notes while she practiced, so she pondered on her current strategy for winning this year’s competition.  “What if I start off slow,” she thought to herself, “and save my real speed for the end?  That way, when the lead ponies are all tired out, all I’ve gotta do is squeeze out the last of my energy and show off my real speed… and then I can toast Applejack.” She smirked to herself at the thought of beating Applejack, but abruptly changed over to a bright smile as she passed the picnicking ponies and waved at them, only to receive smiles and waves in return.  “Just think Rainbow,” she said to herself quietly, “win this thing and you’ll have whole groups of ponies waving and smiling at you.”

“Now back to that idea,” she went back to thinking, “I guess it’s a good idea, but then again, all the ponies come to see speed and Rainbow Dash has never failed to deliver, but then again, hm…” she hummed aloud to herself, “Twilight did beat us last year by saving her energy up until the end.  Speaking of the ol’ egghead, I wonder if she’s going to run this year?”  She wondered until she reached the halfway point and then glanced at the clock hanging around her neck.  She frowned at the time as it seemed she was behind schedule.  Maybe this strategy wasn’t going to work.  True though, she had started off slower than usual this time, in a canter, instead of a gallop for she planned to use her conserved energy on her final lap to run as hard and as fast as she could to see if she could beat her time with what seconds, if any, remained on the final lap.  Still though, Rainbow Dash was the type that worried about things if it didn’t seem like it was going to work out, even though she rarely if ever showed this trait outwardly.

She exhaled and dropped the clock.  Even if she didn’t beat her time today, that was OK.  She would always have tomorrow and would be sure to enter this strategy into her sports journal as one that she wouldn’t need.  She was coming close on the three-quarters mark now, so even though she wasn’t making good time for her speed, and even though she was behind where she technically should be, she was making respectable time.  Now out of things to think about and look at, Rainbow Dash succumbed to her ability to become easily bored.  It didn’t help that none of her friends were here either; even Applejack would have been welcome company.  Rainbow Dash sighed to herself as she spotted the outline of the bench in the distance.  That’s what she hated most about boredom, the lonesomeness it often brought about.  She glanced over at a couple who were relaxing in the sun on top of a blanket, all snuggled up to each other.  For her friends for the public, Rainbow would have usually gagged and ushered everypony along on whatever adventure they were on, but while all by herself she could only look on longingly.  She wondered if she would ever have a special somepony one day?  Sometimes she even wondered if she was loveable.

Immersed in her thoughts, Rainbow Dash failed to notice herself straying from the path, placing herself back on course when she eventually noticed.  She shook those thoughts from her head and checked her clock as she passed the bench and instantaneously shifted into a gallop.  Perhaps she wasn’t making the bad time she thought she was.  She kept on down the path and saw that the family who had been picnicking were packing up and preparing to leave out.  A thought popped into her head and she wondered if she would ever have a family one day.  She shook her head quickly a few times.  Now wasn’t the appropriate time for all of these girly thoughts and hopes, now was the time to do some intense training.  But, in one of those moments that Rainbow Dash hated most, her brain overpowered her brawn and the thought found its way back into her head.  It was a more of a mental image this time though, a mental image of her walking along this same path in a beautiful white dress, with an unknown handsome stallion and two wonderful looking colts, “Oh, I knew I hit my head on the headboard harder than usual last night,” she cursed as she tried feebly to toss the thoughts out of her mind.  For one, she could never imagine herself wearing a dress, and for two, if any of this ever became a reality, she would flip out if she had two males, three counting whoever her special somepony was.

She glanced down at the clock and increased her speed just slightly as she saw the halfway point ahead, though careful to maintain a gallop.  “Oh, I’ve got to stop thinking about all of this,” Rainbow Dash said and smacked the side of her head a few times, “Gotta focus.”  Finally, it seemed that Rainbow Dash got what she wanted and was granted her peace and focus.  That is, until she got back around to the couple snuggled up each other.  Rainbow Dash watched as the stallion, a very cute and obviously gentle one, craned his head down and gently kissed his mare on the lips.  The two smiled at each other and the mare jumped the stallion and rolled atop him playfully so she could kiss him; they laughed simultaneously afterwards, only to silence that laughter with more kissing.  Rainbow Dash frowned and pulled her eyes away from the scene and then sped up into a near run to get past them.  “Just one more lap Rainbow, and you don’t have to see it.  Yeah, it’ll be just like getting a shot at the Doctor.  I… I won’t even have to see it I’ll be going so fast.”  It was like breath of fresh air to her as she finally reached the park bench.  She slowed herself to a near stop and braced herself for the run.  “Three, two, one,” she counted down and then shot off like a bullet, traveling so fast that the colored hues of her mane and tail remained where she had been.

She shot around the track faster than a bullet, some who were there that day might even say faster than light, but still as she approached the three-quarters mark in what seemed like mere seconds, the sight of those two young lovers still found its way to her eyes.  At this point, Rainbow Dash began to grow angry, very angry with herself.  It wasn’t her fault she had a special talent that nopony looked for or liked.  It wasn’t her fault that all the stallions liked the pretty mares like Rarity or the cute, quiet ones like Fluttershy and not the fast-paced and somewhat intimidating ones like her.  Tears began to well in her eyes and she grit her teeth as she began to travel so fast that she eventually lifted herself up off the ground and continued to circle around the track faster than she had ever gone before, though she would never notice, too caught up in her rage.  This had happened before, a sense of hopelessness turned to inward anger, but it had never been this bad before.  Eventually, Rainbow Dash’s anger grew so intense that she no longer had any sense of where she was traveling.  That overwhelming anger and lost sense of direction paired with her speed, near sonic now, made for a dangerous combination both for her and for the pony that she was about to crash into.

Caught up in this unstable mix of emotion and speed, Rainbow Dash failed to notice the curious Twilight Sparkle wander into her hover path.  Twilight could have never known that she would be in danger, for Rainbow Dash seemed to be extending out in every which way she was going so fast.  The lighting effects could be seen from the other end of the park, and knowing that it was her dear friend Rainbow Dash, Twilight knew that she just had to investigate.  In what seemed like an instant, before Twilight could even put her hoof down to take her final step, Rainbow Dash came shooting around and plowed right into her at breakneck speeds.  The two of them went flying and rolling throughout the park terrace a few good times before coming to a standstill in the soft grass.

The collision all but stole the culprit thoughts from Rainbow’s mind and simmered her anger down in an instant.  All she was concerned about now was what her time was and apologizing to whatever or whoever she crashed into.  She sat up and dusted herself off while she flexed her wings and stretched her legs out since the collision temporarily knocked most of the feeling out of her body.  She looked over in front of her and instantly shot over to the pony’s assistance when she saw who she hit.  “Oh my gosh Twilight, I’m so sorry!” she apologized as she helped Twilight sit up and then helped dust her off.  “Are you OK?” she asked and began to check Twilight over.

Twilight Sparkle but on a brave face and smiled as brightly as she could, attempting to mask the fact that it had been a pretty painful collision for her.  “Yeah,” she said with a dazed tone, “I’m fine Rainbow Dash.  What er…” she tried to stand up, “What er…” she repeated as Rainbow Dash helped her up, “What was all that?”  She almost fell over, but Rainbow Dash quickly grabbed her and righted her.  Twilight was dizzy and was actually seeing double of the blue pegasus.

Rainbow Dash blushed and looked down at the ground as she hovered in midair.  She put her forelegs behind her back in a shameful kind of way as she wondered if she should tell the whole story to Twilight or not, love troubles and all.  “I… I was practicing for the Running of the Leaves.”

“Oh,” Twilight groaned as she rubbed her head, “Rainbow?  Isn’t that an actual running marathon?  As in, you don’t use your wings?”

Rainbow Dash blushed just a little more and eventually landed on the ground next to Twilight.  “Hehe,” she let out an embarrassed chuckle, “Yeah, something like that.”  She waited a few moments and checked Twilight over just one more time.  “I really am sorry Twilight.  I just… I don’t know what came over me.  It’s like, one moment I was running and practicing, and the next I was hovering up off the ground going around and around.”

“Hm,” Twilight cocked an eyebrow, curious as ever to solve the mystery.  She shook her head once more.  Where were her manners?  “It’s OK Rainbow Dash, I understand.  I’m fine anyway.  Let me collect my scrolls here and we can talk.”  She used her magic to collect several of the scrolls that had been thrown out of her saddlebags and scattered around.  Rainbow Dash helped also, gathering a few in her hooves and carrying them over to Twilight.

“What is all of this stuff?” Rainbow Dash asked as she dropped the scrolls one by one into Twilight’s saddlebags.

“Mainly just notes, but a few commentaries and this book,” she waved the book in front of Rainbow Dash, too quick for her to read the title, and then dropped it back into her saddlebag.

Feeling that they got off to a bad enough start, Rainbow Dash asked, “So what brings you here to the park?”

Twilight smiled at Rainbow Dash as she finished buckling her saddlebags and replied, “I wanted to get out and get some sun.  It is one of the final days of warmth before the Fall,” she pointed out.

“So why do you have all of these scrolls and stuff?” Rainbow Dash asked as she walked over and helped Twilight buckle the left side of the bag.

“Thanks Rainbow,” Twilight said as she stood still for Rainbow Dash to work the buckle, “I wanted something to read while I came here.  I figured that since I was going to be out in nature that it wouldn’t hurt to bring along some notes on an experiment that I’ve been working on.”

Rainbow Dash buckled Twilight’s bag good and then backed a few paces away from her.  “What experiment is that?” she asked, more out of consideration than genuine curiosity.

Twilight beamed brightly at Rainbow Dash.  “It’s an experiment to test the growth patterns of common graminoid… or, er… grass.” She blushed and smiled cutely, silently apologizing for getting carried away with herself once more.

Rainbow Dash cocked and eyebrow.  “So you basically came to the park to watch the grass grow?”

Twilight beamed even brighter, “Yep!” she replied enthusiastically.  “You wanna see some of the notes I’ve taken?  They’re very interesting, very interesting indeed.”  She used her magic and began to fiddle around with the buckles.

Rainbow chuckled nervously a few times and dashed forward to place her hooves over the buckles on the bag.  “That’s OK Twilight,” she tried to turn down the unicorn’s offer politely, “that’s OK.  Er… thanks for the offer though.”

“Anytime Rainbow Dash,” Twilight smiled at her.  Rainbow Dash heaved a sigh of relief; it would seem that she had averted yet another lecture from Twilight.  “Anyway,” Twilight spoke up, “enough about me.  What were you doing up here?”

“Like I told you, I was up here practicing for the running of the leaves.  I’ve got to train hard if I want to take the medal from Applejack,” she said proudly.  She was about to reveal the strategy she was using until she remembered that Twilight may or may not be running this year, so just to be on the safe side, she kept it to herself.

“Oh,” Twilight cocked her head, “then why were you flying around?”

Rainbow Dash’s blush returned and it didn’t help that there were still a few ponies standing around, shooting quick glances in their direction, who had been witnesses to the crash.  “Come on,” she said under her breath as she grabbed Twilight with her hoof and walked her over to a tree so that they could have a little more privacy.  “That’s… not important,” she dodged, “How did I do?  Did you see?”

“I sure did.  You could see the lights clear across the park.  It looked kind of like you pulling of sonic rainboom after sonic rainboom.  When I came up over that hill,” she pointed over to a rather tall hill in the distance, “I looked down and I saw your colors flying around and around the path.  Rainbow, I’ve never seen you go that fast!  It was amazing!  You’re just lucky you didn’t slam into anypony else though.”

“Yeah, I guess,” Rainbow Dash said, concerned more about how her time had been.  At that point she remembered that she had her clock with her and that she had never stopped it.  She picked it up off her chest and stopped it and then brought it up to her face to check the time.  “Great,” she thought silently, “I hate math.”  She ran the calculations through her head and tried to figure out the time that she had originally, minus her collision and current conversation up to this point with Twilight.  She blinked in amazement several times once she finished her calculations.  Either she did her math wrong or she had just created a new record that would be unbeatable, no matter how hard she tried.  “Hey Twilight,” she asked her smart friend, “you’re good with numbers right?”

Twilight nodded her head and smiled.  “You know it.  What do you need me to do?”

“Check this time out and minus the time that I flew into you and up to the point of where I stopped it.  What do you get?”

Twilight used her magic to lift the clock up so that she could get a good look at the time.  “Let’s see here,” she mumbled, mainly to herself as she did the math in her head, “that would be four minutes and five seconds.”  The same number that Rainbow Dash came up with; so she really had created an unbreakable record! That meant that she had run three laps around a track that was nearly one mile long in four minutes!

“That’s awesome!” Rainbow Dash exclaimed in excitement.  Time like this meant that that medal was hers this year!  “You saw me, I did three laps right?” she asked Twilight, apparently forgetting that Twilight hadn’t been there to notice her first two laps.

“Th- three?” Twilight laughed a few times, “didn’t you have any sense about you?  Rainbow Dash, you must have gone five or six times around the track by the time I got up here.  Maybe more if that’s what all of the flashing light was indicating.

Rainbow’s eyes got real wide.  She couldn’t believe it.  Now had been one of those rare times in which she had created a new record that she herself couldn’t even beat, now that was special.  “I can’t believe it,” she beamed with pride, “I beat my record.  Hey, I wasn’t completely flying was I, just gliding a little off the ground with my wings out but my legs still running, right?”

“Looked like it,” Twilight replied.

“So that means that I didn’t actually fly,” Rainbow Dash deduced.  “How did I do that?” she mumbled to herself.  A strategy like the one she just used could be invaluable to her during the running.

“I’m happy for you Rainbow Dash,” Twilight smiled and turned slightly, “I hope that you win this year. Say, like I said, I’ve never seen you run so fast?  How did you do that?”

Rainbow Dash thought a moment.  She just remembered doing her laps, thinking about a few random, silly things, and then it was all a blur after that.  “I don’t know,” she said quietly and looked down at the ground with an expression of hard determination on her face.  Then, suddenly, she remembered it.  It was those two young lovers just off the path.  It was the happiness that they shared and the jealousy in her heart that had caused it.  She frowned and looked away from Twilight.  “I guess… I guess I gotta get going Twilight.  I think I wanna go home and just take a bath and lay down.  Again, I’m sorry I ran into you.”  She smiled weakly at Twilight and took a few steps away from her.  “Yeah, she thought to herself, go home and take a bath alone, and then lay down… alone.”  She sighed and walked on.

Twilight was surprised at this behavior.  It wasn’t like Rainbow Dash to be this down and out, and it definitely wasn’t like her to just “go home and take a bath and lay down.”  Rainbow was known to stay out until the sun went down every night.  Often times, she wouldn’t return home until it was too dark to fly.  Maybe she was just worn out from her exercise, more so since she seemed to have done something which caused an insane increase in speed and probably stamina.  Then again, maybe she hit her head or something really hard during the collision and was trying to put on a brave face until she got away.  Whatever the cause, Rainbow Dash was her friend and it was Twilight’s obligation to find out what was wrong with her.  “Hey Rainbow!” Twilight called out, “Wait up!”

Rainbow Dash looked back at Twilight as she came trotting up to her side.  “What’s up?” she asked and cocked her head and her friend.  They started to walk together.

“I’ll come right out with it Rainbow,” Twilight began, “You don’t seem like yourself.  Is something the matter?  Are you hurt?  You can tell me if you are.  I won’t tell anypony, and I know a few spells that can ease the pain,” she finished and then gave a friendly smile to Rainbow Dash.

“It… It’s nothing Twilight,” Rainbow Dash persisted as she looked away from her friend.  “I’m fine,” she continued, “I’m not hurt.  See?”  She flexed her wings a few times, popped her neck once or twice, and then jumped up and down in place a few times.

“OK, OK, I get it,” Twilight said, “So what’s the matter?”  She was quiet for a time as she waited for Rainbow Dash to respond.  “I’m a good listener, you know?”

“I swear Twilight, it’s nothing,” Rainbow Dash persisted.

Twilight cocked an eye; time to get aggressive.  “Alright then, fine by me,” she began with a challenging tone, “I’ll just use my magic to read your mind.”  Of course, she was only bluffing.  No spell existed that would allow a unicorn to read another pony’s mind, but what Rainbow didn’t know wouldn’t hurt her.

“You wouldn’t,” Rainbow Dash said with a defiant though nervous tone.  She began to sweat.

“Wanna bet?” Twilight asked with a cocky tone as she added the icing on the cake by casting a simple light spell which caused her horn to dramatically light up as if she was preparing to cast a spell. Rainbow Dash opened her wings, obviously going to try for an escape.  “Don’t even think about it!” Twilight warned, “I know whose mind I want to read, so it won’t matter if you’re here or a thousand miles away.”  The bluff got to Rainbow Dash and she closed her wings.

“Come on now Twilight, don’t.”  Rainbow Dash circled around Twilight as if she was having a dangerous weapon pointed at her.

“Alright,” Twilight replied, “I won’t. Not unless you tell me what’s wrong.”

“Why can’t you just leave it alone?” Rainbow Dash asked, still circling.  She wanted to get mad at Twilight, but she just couldn’t.  After all, it was apparent that Twilight only wanted to help.

“Alright, have it your way,” Twilight said and then cast the light spell once more.

“Alright, alright, alright,” Rainbow Dash said with a quick tone, “Fine.  If you really want to know what’s wrong, I’ll tell you.  Just… don’t read my mind or anything, and also, I don’t want to tell you here, so let’s go to the library.”

“I knew you’d come around,” Twilight smiled at Rainbow Dash and acted as if nothing had happened, “Let’s go.  I’ll give you something to eat and drink when we get back to library.  I had to skip breakfast this morning myself,” she chuckled and they continued to walk on.

Right before they got to the big gates of the park though, Rainbow Dash stopped.  “Wait,” she said, “What about Spike?”

“What about him?” Twilight stopped and turned towards Rainbow Dash.

“Is he there, at the library I mean?” Rainbow Dash asked.

“Nope,” came the reply, “he went off with Rarity somewhere earlier this morning.  Off to help her collect gems I think.  Why?  Furthermore, why can’t you just tell me now or on the way there?”

“Because, well… I just want us to be somewhere private when I tell you.  I don’t want anypony to hear,” Rainbow Dash replied with an embarrassed tone.

“Oh…” Twilight began, “I guess I understand.  We can do that Rainbow Dash.  Now come on, let’s go.”  Rainbow Dash nodded and then walked ahead with her.  As they walked out of the park and through town towards the library, Twilight Sparkle’s curiosity couldn’t help but grow.  She wondered what could be troubling her dear friend?  Why the pegasus acting so out of character?  She wondered silently to herself as they walked, pondering whether or not it had something to do with the upcoming competition or perhaps some feud between her and Applejack.  Maybe all of this would lead to a very interesting letter to Princess Celestia?

Chapter 2

The whole way to the library had been silent for the two of them.  Rainbow Dash just seemed to be lost in her thoughts, and Twilight was still trying to deduce what could be the matter with her friend.  As they approached the big tree house library in the center of town, Twilight hoped that Rainbow Dash wasn’t mad at her for the whole mind-reading threat thing; she made a mental note to spill the beans about the bluff after Rainbow Dash finished telling her what was wrong.  She was a rational mare, so with any luck, she wouldn’t be too mad.  Then again, it wouldn’t be the first time that Rainbow was acting unusual today, so perhaps her silence was just a side effect of whatever her problem was.  Either way, Twilight just wanted to figure out what was wrong with her friend and then help her in any way that she could.  Twilight never liked it when she had to see one of her friends saddened or in distress.

“Here we are,” Twilight said as she approached the door and then opened it for Rainbow Dash.  She smiled as she walked in behind her.

“Thanks,” Rainbow Dash said as she entered and stopped in front of the door.  “Are you sure Spike isn’t here?” Rainbow Dash asked, a hint of worry on her face.

Twilight smiled comfortingly at her.  “I’m sure,” she replied, “but I’ll check.”  She cleared her throat and then yelled, “Spike!  Spike!  Will you come down here Spike?  Rarity has a very important task for you again!”  They waited for a few moments, but there was no sound anywhere and no sign of Spike.

Rainbow Dash couldn’t help but chuckle.  She smiled at Twilight and cocked an eyebrow playfully.  “Is that how you get his attention?” she asked.

Twilight smiled back and replied, “Works every time!”  She winked at Rainbow Dash and the two of them chuckled.  “But hey, I respect your wish, so just to make sure…” she stopped in mid-sentence and used her magic to lock the door.

“Thanks Twilight,” Rainbow Dash smiled and looked down at the ground.  She was embarrassed to have one of her friends see her this way when it had always seemed that she was the bravest of the group, perhaps the bravest in Ponyville.

“No problem Rainbow,” she said gently and then hummed under her breath.  “Well,” she said after a few moments, and clapped her hooves on the floor, “make yourself at home.  I’ll go make up something to eat and bring us out some cider.”

Rainbow nodded and smiled at Twilight to show her appreciation and then took a seat on the plush sofa as she awaited her friend’s return.  She sat there for a few moments but eventually decided to stand up at look around.  Even though she had been inside of the library many times before, she had never actually had the opportunity to slow down and look around.  She began to walk around the main room of the library slowly as she observed the many tomes and titles.  “Hey Rainbow, what kind of bread do you like, white or pumpernickel?”  Twilight Sparkle called from the kitchen.

“White please!” Rainbow Dash called back as she continued to walk around the room.

“OK!” Twilight replied, “And what kind of cider juice do you want, apple or orange?”

“Apple!” Rainbow Dash called back in response.

“Alright then, it’ll be ready in just a few minutes!” Twilight called back and went back to work in the kitchen.  Meanwhile, Rainbow Dash continued to circle around the room, merely to observe the books, even though she would stop and pull one off the shelf every now and then.  Nothing really caught her eye though until she reached the shelf that was right next to the stairs.  There, she spotted a book titled The Lonely Pony’s Guide to Love.  She didn’t want to pick it up, but her curiosity and temptation got the best of her.  She glanced behind her back to make sure that she was still alone in the room and pulled it off the shelf.  She opened the cover of the book and began to hoof through its pages.  Inside, she saw pages upon pages of things that might just help her.  There was advice on what most males liked, and then there were tips on beauty and habit adjustments, and there were also tips on… sex.  Rainbow Dash blushed as she flipped through the pages in that section.  She was still a virgin and was only curious about what the book had to say.  She would die if anypony saw her with this book, but she wondered if perhaps there was some way she could sneak it out of the library.  No, Twilight would be sure to notice it when she did her library cleanup and Rainbow Dash could be the only culprit.  This looked to be her only chance with the book.  She continued to flip through the pages, but would return to the sex pages every now and then, mainly because they were the most interesting to her.  It made her feel dirty to read about it even though she had never had it, but it was just such a tantalizing thought to her.

She flipped one page over, still in the intercourse section, and saw that there were two diagrams on the page; one detailing the anatomy of the male and female genitals, and then another which actually showed “the proper breeding posture.”  Rainbow Dash couldn’t take her eyes away from the images.  She wanted to just look at the images, just study them.  While she observed the images, she felt a slight arousal start to brew inside of her.  She imagined that she was the mare on the bottom in the second diagram, allowing some strong, handsome stallion to breed her.  She looked at several parts of the female genitals and heeded the notes that were by the diagram and noted several places that seemed to have the most pleasure.  Sometimes, when she was all alone in her home, usually in the bed or the shower, she just couldn’t help but touch herself.  It was all very reminiscent of what she wanted to do now…

Then she heard the kitchen door open.  She slammed the book cover shut and threw it back into its place.  “Here we are Rainbow…” Twilight stopped in midsentence as she looked up to see Rainbow Dash hovering off the ground with her back turned towards the bookcase, her eyes darting all about, and a big blush on her face.  “Is something wrong Rainbow Dash?” Twilight asked, “You don’t look so good.  Why are you flying?”

Rainbow Dash looked down and saw that she was in fact hovering just slightly off the ground.  She stopped her flapping and landed with a soft thud on the floor.  She laughed nervously a few times and began to walk towards the sofa to take a seat.  “Me? Oh, I’m fine.  There’s nothing wrong with me.  Just looking around, that’s all,” she said rather quickly.  She quickly sat down beside Twilight, but tried to keep herself angled away from her.

Twilight cocked an eyebrow.  “Are you feeling alright?  Your face is awfully red,” she noted Rainbow’s blush.

“My face, red?” Rainbow Dash asked with her quick, nervous tone, “My face?” she chuckled nervously once more, “Is it hot in here to you?” she asked and then brought her left wing up to fan herself quickly.

“Yeah…” Twilight hesitated, growing all the more concerned for her friend, “it is a little toasty in here.”  Perhaps it would help things if she humored Rainbow Dash, so she walked across the room, careful to keep one eye on Rainbow Dash as she did so, and cracked one of the vent windows.  She turned and walked back to Rainbow Dash where she took a seat across from her on the sofa.  “So, let’s talk,” Twilight got a serious tone and an even more serious look on her face.  “I’ve never seen you act like this Rainbow Dash.  I’m not trying to be rude or anything, but it just confuses me.  I mean, it’s nothing like you.”

Rainbow Dash sighed.  “Yeah,” she began slowly, “I know.”  She looked down at the ground with a pitiful look on her face.  It was that genuine look of sadness on her face that made Twilight go from being aloof to feeling pity for her friend.

“Rainbow Dash,” she said softly, “what’s wrong?  You can tell me.”

Rainbow Dash was silent for a time as she merely looked away from Twilight silently.  Every couple of seconds, she would look like she was going to open her mouth and say something, but also every time she would just close her mouth back and look further away from Twilight.  Eventually though, the words came to her mouth and she let her friend in on her troubles.  “Have you… ever been in love before?” she began rather dramatically.

Twilight cocked an eyebrow, but then a tiny smile came across her face as she asked, “Oh, so that’s what this is all about.  You have a special somepony?  Is that it?”

“N…no,” Rainbow Dash responded too quietly for Twilight to hear.

The unicorn continued on, rather excited for her friend.  It wasn’t often that one of your friends came to you for love advice after all!  “Oh!” she said with excitement, “what’s his name?  Is it somepony I know?  Oh, details, details!  Tell me Rainbow Dash!  Tell me!  Tell me!”

Rainbow Dash turned and responded just a little louder and a little ruder than she had meant to.  “It’s none of that, OK!  You’re wrong!” she said, not feeling any better.  “Answer my question,” she then demanded, “have you ever been in love before?”

Twilight was hunched back against the cushion, sheltered form Rainbow Dash’s outburst; she couldn’t believe the anger over something so small.  She just didn’t get it.  Either way, it wouldn’t pay off to upset Rainbow any more than she already was, so Twilight humored her and answered her question.  She thought back and then answered, “Once,” she said, “back in Canterlot though.  It was before I came here and was more or less just a puppy love kind of thing…” she was quiet for a moment as she reminisced about the stallion, “Anyway, what’s that got to do with anything?  I don’t understand Rainbow Dash.”

Rainbow looked away from her once more.  “You’re wrong about it all,” she repeated, “I don’t have a special somepony.”

“Then why are you so…” Twilight tried to speak, but Rainbow Dash cut her off as she turned to face her.

“That’s just it!  I don’t have a special somepony, I  never have, and I never will!” Rainbow Dash exclaimed rather loudly.  Twilight closed the vent window so as to make sure that none of the yelling escaped and drew passers-by over to them.  “You wanna know why I’m so different today?” she snapped, “It’s because today I realized that nopony loves me.  Today, I finally realized that I’m not loveable.”  She turned back away from Twilight and laid her head down on top of her hooves on the armrest.  “What’s it matter though?  I don’t care,” she said quietly.

Twilight pondered the situation, still in a sense of surprise over many things that had just been revealed.  For one, she couldn’t believe that Rainbow Dash had never dated before.  She was fast, and fun, and cool, and that was what a lot of the stallions seemed to like.  For two, she couldn’t believe that Rainbow Dash felt this way about herself.  Sure, she was no Pinkie Pie, but she was bubbly and outgoing enough on the outside.  Who could have ever thought that she viewed herself in such a low light.  This was quite the conundrum and wasn’t something that Twilight was particularly skilled with.  She feared that it was going to be something that she couldn’t handle and was something that only she could put a metaphorical band-aid on.  But then suddenly, she felt like she knew just what to say.  “That’s… not true,” she began slowly, “I love you… as a friend.”

Rainbow Dash, still with her head down, turned towards Twilight with a stern look on her face.   “Yeah?” she said, “But what’s that got to do with anything?”

“You said that you weren’t loveable,” Twilight said pointedly, “but the fact is that I love you, and so do Pinkie Pie, Applejack, Rarity, Fluttershy, and Spike, they all love you.  Not to mention all the other friends you’ve got around Ponyville.  Think about Scootaloo, why she practically adores you.  And that’s another thing, think about all the fans you have here.  Everypony know that nopony can ever beat you in a race or in an obstacle course.”

“Like I said, what’s that got to do with anything?  What’s that got to do with me not being able to get a coltfriend?” Rainbow asked as she turned her head away from Twilight once more.

“My point is,” Twilight began, “that you are loveable.  You are very loveable.  If I can love you as a friend, and if all those other ponies can too, then you have the capacity to make somepony fall in love with you.”

These words got to Rainbow and they touched her.  She turned back to Twilight and finally sat up straight.  “Do you really mean that?” she asked.

Twilight smiled gently at her and nodded her head.  “Of course I do,” she said.

“Wow,” Rainbow Dash began, “I never thought of it that way.”  She finished and a little smile spread across her face, but then it reverted back to a frown.  “Hold on.  Then what’s my problem?  Why can’t I get a special somepony?” she asked.

“Oh Rainbow Dash,” Twilight chided, “it’s not that you can’t get a special somepony, it’s that you don’t try to get a special somepony.  Any of us could tell you that.”

“What do you mean?”  Rainbow Dash cocked an eyebrow.

“I mean think about it.  The days you aren’t at the Weather Patrol, you’re always out doing some exercise or up at your house in Cloudsdayle, or hanging out with us.  You just seem so… independent,” Twilight pointed out, “and while I’m sure that there are plenty of stallions who find that intimidating, well, you never know until you try.”

“So basically what you’re saying is that I need to get out more?” Rainbow Dash asked.

“In a nutshell,” Twilight said and then chuckled.

“So wait a minute,” Rainbow Dash thought of another problem, “I’m out all the time but when one of the rare occasions pass that Fluttershy comes out of her house the guys are all over her like flies.  Does that mean I’m not pretty enough or something?”

Twilight laughed. “Of course not Rainbow Dash!  Personally, I think that you’re prettier than me, and you’re so much more fit too.  It’s got nothing to do with how you look.  It’s more or less how you act.  All the stallions follow Fluttershy around because they want to try to woo her, and even though they try, she just doesn’t submit to it.  So I think that you’re problem isn’t that you’re unlovable, it’s that you’re unwooable.”

“Oh,” Rainbow Dash frowned and looked down at the ground, “so  I guess I really don’t have any hope do I?”

“Nonsense,” Twilight replied firmly, “you do have hope.  All you have to do though, is make a couple of changes.  Like, instead of flying everywhere, why don’t you walk there instead?  You know, to draw some looks your way?  Oh, and don’t be so pushy.”

“Pushy?” Rainbow Dash asked, “What do you mean by that?  I’m not pushy,” she defended herself.

“I don’t mean that in a bad way, but what I do mean is that you seem to just push other ponies, particularly males away from you.  Maybe you’re shy…” Twilight toyed with the idea.

Rainbow Dash stood up and walked away from Twilight with a blush on her face.  “No!” she said with an embarrassed tone.  “I’m not shy,” she mumbled like a discontented child who had been placed in time-out.

“Well it’s the only conclusion I can come to,” Twilight said as she readjusted herself across the sofa and took a sip of her drink.  “What do you think it is then?” she asked.

“I don’t know,” Rainbow Dash said, she opened her wings and hovered up in the air where she crossed her forelegs, “but I’m not shy,” she persisted.

Twilight smirked to herself.  “Tell you what, how does this sound?  I’ll get you fixed up, you know, maybe do what I can with your mane and eyelashes and whatnot and then take a walk with you.  See how many looks you get,” she smiled when Rainbow Dash turned back towards her.

“No, that’s OK Twilight,” Rainbow Dash said, “besides, isn’t that more Rarity’s field?”

Twilight cocked her eyebrow playfully.  “Hey!” she said, “I’m not just an egghead.  I know a thing or two about beauty.”

“Lemme guess,” Rainbow Dash turned the tables on Twilight, “from a book?”  Twilight scratched the back of her head as she blushed and chuckled avoidingly.

Twilight cleared her throat and declared, “That’s not important.  After all, this isn’t about me.  Look, Rainbow, even if you don’t want me to fix you up, at least take a walk with me.  If nothing, it would be good mare on mare bonding time for the two of us.  You know, just a time to talk without anypony else around.  And who knows, you today might just be the day that you find your special somepony after all.  The possibilities are endless my friend!” Twilight smiled an encouraging smile at her friend.

Rainbow Dash thought about it for a moment.  Maybe Twilight was right.  The more she thought about Twilight’s previous words, the more they got to her.  “Maybe she’s right,” Rainbow Dash thought with a sinking heart, “maybe I am shy.  No more.  No, today I’m gonna go out and find me somepony!”  She walked over to the table and confidently drained all of her cider in one swig.  “Twilight!” she said proudly, “I’m ready.”

Twilight squeed in excitement for her friend, and then the two of them headed up the stairs and into Twilight’s bedroom where she would work her knowhow on Rainbow Dash.  It took a while to fix Rainbow Dash up between her, “Not so much blush” and “Maybe just pluck up my eyelashes a little more” orders.  Several times passed where Twilight thought she had it only to have Rainbow tell her that she had too much makeup on and looked ugly.  Finally, after about the fifth try, Rainbow Dash seemed content with her looks.  She really did look quite stunning, out of her usual character at least.  Even Twilight herself was stricken with Rainbow Dash’s beauty.  She didn’t quite know why, perhaps it was the fact that this was the first time she had ever seen Rainbow Dash with makeup on, or perhaps it was the fact that she had added to Rainbow’s already good looks.  Either way, Twilight had to hoof it to herself, it was a job well done.

So after a few last minute touchups, mainly concerned with giving advice, the two were ready to set out.  As they left the library, Rainbow Dash felt an overwhelming sense of insecurity and nervousness overcome herself.  It wasn’t often she felt these emotions, so she was sure that this would be no easy task.  She followed Twilight’s advice that had just been offered to her; she took a deep breath and told herself that she needed to only act natural, yet calm and be herself if approached.  Twilight spotted her taking her deep breaths.  “You ready?” she asked as she locked the library up and then stashed the key away under a rock so that Spike would be able to find it.

Rainbow Dash took one final deep breath.  “Yeah,” she said afterwards, “let’s go do this thing.”  With that, Twilight smiled at her and then the two set off.  It was just a little past noon, so there were many ponies about, plenty to mingle with.  Some were out shopping, others taking in the amenities of the town, and others just out to enjoy the day.  They were sure to lure a couple glances there way as they walked on.  Once they arrived at the shopping district, they saw that it was a practical madhouse at this time of day, and for once, that was a good thing. Rainbow Dash gulped with nervousness, “Do we just… walk right into the middle of them?” she asked.

Twilight smiled confidently at her.  “Something like that,” she said, “but just remember to act natural.  Don’t act like you’re there for any other reason other than to shop.  Visit a few of the carts, maybe take a seat on a bench or something, you know, mingle.”

With that, Twilight began to walk off.  “Well wait!” Rainbow Dash called to her, “Where are you going?  I thought we were doing this together.”

Twilight turned and lied, “I’ll be back in just a minute.  I’m going to go see what kinds of books this cart over here has on sale!”

She then wandered off and got lost in the shopping crowds, pretending not to hear Rainbow Dash as she called out to her, “I’ll come with you then!”  But, of course, she didn’t.  Twilight knew that this whole dating thing was something that Rainbow Dash would have to do on her own.  It would be good for her to perhaps make a new friend or two.  Of course though, in between all of this, she would go see what kinds of books were on sale.  She made a mental note this time to not forget to go look for Rainbow Dash in about thirty minutes.  The last time she had been here and had come to the book vendor, she totally lost track of the time and found that Spike, who had been with her in the first place, beat her home by almost one hour.  She blushed as she recalled the details of her blunder.

Meanwhile, Rainbow Dash was left to walk through the market all alone.  Though she was more than familiar with the area, a regular visitor to the vendors herself, she couldn’t help but feel lost and intimidated in the middle of all the ponies that walked around her.  But she remained steadfast, acknowledging that it was only the situation at hoof and heeding Twilight’s words that she absolutely nothing to worry about.  So, she put on a brave face and began to walk.  She visited a few of the carts, sat on a few of the benches, and even tossed a bit into the stone fountain.  As promised, she did in fact get quite a few glances from the stallions she passed, good ones too!  After some time even, a slight smile spread across her face.  “Maybe this isn’t such a bad idea after all?” she thought happily to herself as she walked on and then met eyes with another stallion.  She batted them at him a few times and watched with both joy and dismay as the blushing stallion smiled back at her and walked away.  “I wish one of them would at least talk to me,” she thought, “but maybe I should make the first move.”  She pondered it over, but then another thought crossed into her mind.

She remembered that now she was disobeying a key rule that Twilight had told her back before they left the library.  It was a crucial rule and it was sure to ruin her if she didn’t heed it:  “Don’t mistake friendliness for romantic interest,” she could hear Twilight’s voice reminding her.

Rainbow Dash huffed discontentedly, “Well that eliminates a couple of options,” she mumbled to herself as she walked on and recalled several of the stallions that passed her.  They didn’t have the look in their eye that said they were “checking her out.”  Most of them just nodded their head, smiled, and went on, but a few select others, they did seem to look her over once they met eyes.  What this meant, Rainbow Dash didn’t know, but perhaps it was a good sign.  She would have to ask Twilight about it when the met.  “Speaking of that,” she thought, “I’d better go find the egghead.  I think that’s enough for one day,” she called it quits right there.  As she walked on through the crowd, she did have a few more encounters with the stallions, but they were more or less casual if nothing.  Both as promised and as she suspected, she found Twilight sifting through the multitude of untidy stacks of books and scrolls, five or six in her saddlebag already.

She approached, but also as she expected to happen, Twilight didn’t notice.  You had to hoof it to that pony, when she started a task whether it be saving Ponyville from an enraged dragon or sifting through a pile of books, she didn’t let off until the job was done.  That was one of the many, many things that Rainbow Dash admired about Twilight Sparkle.  “Ahem!” she cleared her throat aloud which prompted Twilight to look up.

“Oh, hi Rainbow Dash,” Twilight greeted as she circled around a few more stacks and tables.  “Any luck?” she asked Rainbow Dash as she walked out from underneath the canopy that protected the books from the elements.  Rainbow Dash only shook her head in response and looked away from Twilight.  It didn’t seem to hit her all that hard at first, but the more that she thought about it, the more it seemed to hurt.  “Oh,” Twilight frowned and placed her hoof on Rainbow Dash’s shoulder in a comforting way, “Tell you what, let me pay for these books really quick and then me and you can head back to the library.  We’ll get that makeup off of you and talk about it… if you want to.”

“Yeah…” Rainbow Dash said, “that sounds good.  I wanna talk about it.”

Twilight smiled at her.  “Good,” she said cheerfully, hoping some of it would spread to Rainbow Dash and then walked a few paces off to pay for the books.  She then approached Rainbow Dash and the two of them headed back to the library, as silent as the first walk had been.

-     -     -     -     -     -     -     -

Once back at the library, Twilight unlocked the door with the key she had hidden under the rock, which lay unmolested and served as an indicator that they had the library all to themselves again.  They entered inside and Twilight closed the door behind them.  Just to be sure they really were alone and that Spike hadn’t locked the door back and absentmindedly put the key back under the rock, Twilight called out to him.  “Spike!” she yelled, “Are you back home yet?  If so, I need you to help me down here!  I bought a few new books and I need you to help me put them up!”  She was talking to the walls, nopony was home.  She used her magic to take the books, eight total, out of her saddlebags and place them on a nearby table.  “You wanna tell me how it went?” Twilight asked gently, as if she was talking to a small colt who just had a bad day at school.

Rainbow Dash nodded her head but then looked down at the books.  “You need help putting this up?” she asked Twilight.

Twilight smiled her appreciation and Rainbow Dash and replied, “You don’t have to if you don’t want to.  I was really just saying that to see if Spike would come down.”

“Cool,” Rainbow Dash said softly and smiled, “No, I’ll help.”

“Great,” Twilight replied, “four for you and four for me?” she asked.

“Sounds like a plan,” came the reply.  Rainbow Dash stretched her muscular wing out and had Twilight place the four books on it.  “Any way you want me to sort these?” Rainbow Dash asked as she walked across the room.

Twilight, already putting one book in its new home, replied, “I usually sort by who wrote the book, but just any empty space on the shelves will do.”

Rainbow Dash laughed under her breath.  “Good luck finding one of those,” she mumbled and put one book authored by a pony whose name ended with C in the section labeled A-D.

“What was that?” Twilight asked as she put her second book up.

“Oh nothing,” Rainbow Dash smirked to herself, “I just saw one of the books over here and said the title to myself,” she lied.

“Oh,” Twilight said as she walked a few paces to a shelf that was just slightly parallel to where Rainbow Dash was standing, “OK then.”

Hitting two birds with one stone, Rainbow Dash stumbled upon two empty spaces right in front of her.  She slid the books into the space, and satisfied with the perfect fit, turned around to say something to Twilight.  Before she could though, Twilight dropped one of the books as she tried to slide it in by hoof, her magic distracted by holding up another book.  She cursed under her breath and bent down to grasp the book with her mouth.  It was then that Rainbow Dash took that famed glance, that glance that all the mares knew they were getting by at least one stallion when they bent over to pick something up or to merely smell a beautiful flower.  It was then that Rainbow Dash noticed that Twilight had quite a cute butt.  She blushed at the thought of it and of the low feeling it gave her for looking at her friend in this way, but she just couldn’t take her eyes off of Twilight’s rump.  It looked so firm, so young, so… delicious… Rainbow Dash shot her head upwards when Twilight put the books in their place and turned back around.

“Rainbow?” Twilight asked with a curious tone, “what are you looking at?” she asked and looked upwards as she walked across the room to stand beside Rainbow Dash in an attempt to see whatever she was seeing.

Rainbow Dash dodged the question though and walked away from her spot before Twilight got too close to her, careful to lower her head only when her face was clear from Twilight’s view.  “Nothing,” she said with the most normal tone that she could and then shrugged, “I was holding back a sneeze,” she lied and then walked to the bookcase in front of her to observe a few titles in the hopes that her blush would go away.

“Oh,” Twilight said and then smiled, “it is the onset of Fall,” she pointed out and then walked over to the sofa.  She took a seat and then patted the spot next to her when Rainbow Dash turned around, her blush finally gone.  “So… how’d it go?” she asked as Rainbow took her seat.

“Could’ve been a little better,” Rainbow Dash admitted.

“How’s that?” Twilight asked and made herself just a little more comfortable.

“Well…” Rainbow Dash started slowly and rubbed her hooves together, “I just don’t know if I was ready or not.  I couldn’t tell if any of the stallions actually liked me or if they were just being nice.  That’s gotta be the hardest part of all this.”

Twilight nodded her head and agreed, “It isn’t easy,” she admitted, “but with time, you’ll get it figured out.  On another note, did you actually talk to anypony?”

Rainbow Dash shook her head and replied, “No.  I was kind of hoping that they would approach me.  I sat around for a little bit, but nothing happened.  I’m beginning to think you’re right Twilight.  Maybe I am shy.”

“Oh Rainbow,” Twilight chided, “I was only joking about that.  Still though, I will admit that it’s a possibility.  It just doesn’t feel right to me though.  Remember what you were like back at the Grand Galloping Gala?  There’s no way you’re shy.”

“Yeah,” Rainbow Dash said, “but I wasn’t myself that night.  None of us were…” she said and looked down, but then back up when a thought popped into her head, “None of us were,” she repeated, “I think I know what’s wrong.  I’ve been so distracted with preparing for the Running of the Leaves that I haven’t had time to be myself.  Don’t you get it?  The reason I’ve been paying more attention to this than normal is the fact that I haven’t been myself.  It makes perfect sense!”

Twilight processed over what she had just been told and it did in fact make perfect sense.  “Now that sounds like a real lesson to me,” Twilight smiled, “Wanna report it to Princess Celestia?” she asked.

“Do I?!” Rainbow Dash exclaimed with excitement at the possibility she just found the key to her problems.  And so Twilight fetched her a quill and paper and she took a letter, a good one she felt.  Princess Celestia didn’t get many letters from Rainbow Dash as opposed to the other ponies in her clique, but this letter was sure to make up for it.  She wrote and she wrote until she couldn’t write anymore, and after Twilight proofread of course, it was placed in the basket of letters for Spike to send when he returned.

“So do you think you can do it now?” Twilight asked as they walked upstairs so that Twilight could take Rainbow’s makeup off.

“I think I can,” Rainbow Dash said with a considerably more cheery tone than the one she had had all day.

“That’s good,” Twilight said as they entered into her room, “take a seat in front of the mirror and I’ll go get the stuff to get the makeup off.”  Rainbow Dash did as instructed and sat down in front of the mirror.  As Twilight walked into the bathroom behind her, Rainbow Dash checked herself over.  “I do look… pretty,” Rainbow Dash said as she moved her head around and observed everything from the light shade of eyeliner, just darker than her coat, to the even lighter coat of lipstick on her face.  She didn’t usually like wearing all of this girly stuff, makeup and all, but she did have to admit that she looked good in it.  She wondered if perhaps she should wear it more often.  “Nah,” she thought, “Applejack would never let me hear the end of it and Rarity would be on my back wanting me to try something new every time I turn around.  Still though…”

That was when her eyes managed to avert away from the mirror and back towards the open bathroom door.  There, she got another look at Twilight’s beautiful body.  “Wow,” she whispered, “she even looks great from the side.”  Twilight’s rump and a portion up to her chest showed, the rest covered by the wall that was parallel to where the sink sat.  Unable to look away, Rainbow Dash couldn’t help but notice Twilight’s near perfect features in the mirror.  Even from the side, her rump looked so perfect and so firm.  “Is it weird I want to use it as a pillow?” Rainbow Dash thought playfully dirty thoughts to herself.  It was for the first time too that she finally noticed Twilight’s seemingly perfect form and curvature.  “I wonder how she stays so… perfect without exercising.”  She glanced down towards her stomach in the mirror and noticed that she was slightly thicker than Twilight, and even if it was all in healthy muscle, it had nothing on Twilight’s natural beauty.

After a few more minutes of digging around for what she needed, Twilight returned back with a wet rag and a few other things to get Rainbow Dash back to her former self.  “Close your eyes for me Rainbow,” Twilight ordered politely and then maneuvered the rag with her magic to clean off the lipstick, eyeliner, and blush.  “How’s that?” she asked when she finished, “Does it feel like I got everything?”  Rainbow Dash checked herself out in the mirror a few times and moved her facial muscles a little bit before answering, and satisfied that Twilight had removed everything, she nodded her head and smiled.  “While I’m at it, I figured I could maybe brush your mane,” she suggested.

Rainbow Dash didn’t feel much like it.  Really, she just wanted to go home and lay down and take a nap, but then she remembered how kind Twilight had been to her throughout the day, aside from the fact she threatened to read her every thought, and felt it was the least she could do to spend a little more time with her.  Besides, she really had enjoyed the time that just the two of them spent together; it wasn’t often that they just got to see each other together.  She smiled softly at Twilight, “That sounds like an awesome idea Twi.”

“Did you just call me Twi?” Twilight asked playfully as she cocked an eyebrow and got the brush ready, using her magic to pull stray strands of hair out of it.

“Yeah.  Why?” came the reply.

“Just curious,” Twilight said as she finished up with the brush and swiped it once through Rainbow’s mane, “You’ve never called me that before.  I like it though,” she smiled at Rainbow Dash as she walked around her front to get at her forelocks.

“You mean I’ve never once called you Twi or anything like that?” Rainbow Dash asked in disbelief.

“Nope,” Twilight said as she walked back behind Rainbow Dash, “but that’s OK.  I’m not cool enough for a nickname like that anyway.”

“Aw, don’t say that,” Rainbow Dash said, “you’re really cool Twilight.”

“I thought you said I was just an ‘egghead’,” she pointed out and circled around in front of Rainbow Dash on the other side.

“Ah, you know I’m just poking fun,” Rainbow Dash defended and waved her hoof in the air, “I don’t mean any of it.  You know that I think you’re cool.”

“Is that so?” Twilight asked, intrigued to hear more, “Prove it.”

Rainbow nodded firmly, messing up Twilight’s work just a little.  “It’s for sure,” she said firmly, “and you’re cool in plenty of ways.  For one, how about all of those spells you can do?  I’ve never seen another unicorn do the things you can do with your magic.”

A flattered blush spread across Twilight’s face as she replied, “Oh that’s nothing… just the result of hard studying and a little know-how.  But thank you though.”

“Alright, tough pony eh?” Rainbow Dash said, “How about all the adventures you take us on.  How many ponies do you know around here that can say they’ve fought a dragon and then rescued him and another pony from certain death just a few minutes later?  Speaking of which, think about all the ties you’ve got back in Canterlot!  You and the Princesses are practically best friends.”

Twilight cocked an eyebrow as she tried to get a spot in Rainbow Dash’s mane untangled.  “How do you figure…” she ran the comb through and tugged it, “that?”

Rainbow Dash jerked from the pain a little, but continued on, “I bet nopony else can tell Princess Celestia they want five more tickets to the Grand Galloping Gala and then have them hoofed over on a silver platter.  Then there was the Royal Wedding…”

Twilight cut her off with a smile and the blush still on her face, “Alright, alright,” she said and waved her hoof, “I get it.  I guess all of that is pretty cool.”

“Who are you kidding?” Rainbow asked as she tilted her head backwards for Twilight to get a tricky spot behind her ears, “All that stuff is freaking awesome!  I’m telling you Twilight, name one pony, one, outside of me, you, and the girls that gets to do stuff like this.”

Twilight shrugged and continued her work, “You’re right Rainbow Dash, I can’t name one.”  She smiled and walked back around to the other side as she spotted a stray hair.

“Exactly!” Rainbow Dash pointed when Twilight stepped in front of her. “I’m just… sorry I never gave you the recognition you deserved for it.”

“Oh Rainbow Dash, I told you that it was alright.  Personally, no matter what you tell me, I don’t think I’ll ever be as cool as you.  I mean, I can’t fly, I certainly can’t pull off a sonic rainboom, and I can’t run at the speed of light,” came the reply.

“Yeah but that’s all athletic stuff, so it doesn’t count,” Rainbow Dash pointed.

“Why not?” asked Twilight.

“Because it just doesn’t,” Rainbow Dash said, “all the cool ponies know that, but since it’s your first official day, I’ll let it slide.”  Rainbow Dash then winked at Twilight as she put the comb down on the dresser in front of her.

“Oh, thank you!” Twilight said sarcastically and then walked behind Rainbow Dash where she used her magic to fluff her mane up and then smooth it out.  “How’s that look?” she asked.

“It looks great Twilight.  Thank you,” came Rainbow Dash’s reply.

“It’s no problem Rainbow Dash, anytime.  I’ve been reading up on this kind of stuff, so whenever you’re due for a manecut come to me,” Twilight said.

“Hey now tiger, take it one step at a time,” Rainbow Dash said in defense of her hair.  She chuckled at the thought of coming to Twilight for a manecut and then walking out with it chopped all to pieces.  They both laughed at the scenario when Rainbow Dash revealed it to Twilight.

“Well…” Twilight began, “this has certainly been a fun day hasn’t it?” she crossed over and sat down on the bed, “So… I guess you’ll be going now?”

“Yeah,” Rainbow Dash replied and stood up to stretch her wings and legs out.  “That is of course, unless you’d have me for a sleepover?”

Twilight jumped off the bed and ran over to Rainbow Dash.  “Of course I would!  This is going to be so much fun.  We can eat popcorn and watch movies and read scary stories and…” Rainbow Dash put her hoof over Twilight’s mouth.

“Slow down Twi!” Rainbow Dash said, “I’ve got to fly home first and get my stuff and then we can start when I get back.  Think you can get a hold of yourself until then?”

“Mhmm” Twilight mumbled beneath Rainbow’s hoof and nodded her head quickly. Rainbow Dash cautiously took her hoof away from Twilight’s mouth.  “Sorry,” Twilight apologized, “you just know how much I love sleepovers.”

Rainbow Dash nodded, “That I do,” came the reply.  “I guess I need to go ahead before the sun starts to go down.  There’s plenty of time before dark, so would it be OK if I took a bath and took care of a few other things before I come back over?”

“OK, and of course, take all the time you need,” Twilight said with a smile on her face.  “Come on, I’ll walk you to the door.”

Rainbow Dash and Twilight walked downstairs and to the door where Twilight saw her friend off and waved at her as she flew off into the evening sky.  There was much to do before the night came, so Twilight shut the door behind her and set to work readying the library for the night ahead.

Meanwhile, Rainbow Dash soared through the sky full speed ahead towards her house in the sky.  It didn’t take her long to arrive, and once she did, she immediately set to work packing her things so that when she finished with her bath she would be all ready to go.  She packed her own brush, her toothbrush, a few little snack things that she liked, and some other things that a pony usually brought along on a sleepover.  Once she zipped the zipper on her sack closed, Rainbow Dash walked off to her bathroom, ready for the warm bath that was to come.  All day, and she didn’t know why, she craved for a bath.  Perhaps it was the fact that it was so quiet and relaxing and calming, the opposite of her usual day.  Either way, Rainbow Dash was just glad to see that the water was flowing and warm when she kicked on the faucet.  Usually, she would wait for the tub to fill a good bit before she climbed in, but not this time.  She gathered a towel from the nearby closet and then jumped right in.

Rainbow Dash flipped over onto her back and propped herself up against the support.  Before she got too comfortable though, she grabbed a nearby box that was full of her most favorite smelling suds and poured them under the faucet in front of her.  She put the box back in its rightful place and then made herself just a little more comfortable as the water lapped up over her and the wonderful scent of the suds, a peach smelling concoction, crept up into her nostrils.  She closed her eyes and allowed her head to fall backwards on a pillow that she had propped up.  As the water filled up over her, Rainbow Dash allowed herself to daydream.  At first, everything was perfectly innocent as thoughts of her victory at the Running of Leaves ran through her head, and then she imagined the look of approval on Princess Celestia’s face as she read her recent letter, but then everything took a more… sensual approach.  The thoughts switched and then Rainbow Dash remembered how she had observed Twilight’s flank while putting up books and while waiting in front of the mirror.  She had such a nice flank.  Better than Rainbow Dash’s, and she always did some sort of bun and thigh exercise.  Still, she wondered how Twilight’s stayed so fit and so beautiful even when she exercised very little.  “Maybe it’s a magic thing?” she pondered and then opened her eyes to inspect the water level; just a little further and she would be able to turn it off and really relax.

She closed her eyes once more and listened as the room echoed out the sounds of the falling water.  She tried not to think of Twilight, but those thoughts just kept popping back into her head.  Rainbow Dash shook her head a few times.  Perhaps she was only jealous of Twilight’s looks and wanted them for herself, so that was why she kept thinking of it.  Maybe it would help things if she found out.  “Hey!” Rainbow Dash thought to herself, “that’s a great idea.  There’s something to talk about at the sleepover.  We could compare fitness notes and stuff.  Then again,” she chuckled, “Twilight is eager to compare any sort of notes.”  The water was at the perfect level for her so she leaned forward and turned the faucet off.  All was silent now, and that was just how she liked it.

She closed her eyes and slid a little further down into the tub where she allowed the water to come up to her nose.  “I wonder what Twilight is up to?” she thought to herself.  “Oh wait, duh, getting ready for the best sleepover ever.”  Twilight might have had sleepovers before, but she had never had one with Rainbow Dash.  Anything that Applejack and Rarity could deliver, Rainbow Dash could deliver results that would be twice as awesome.  Rainbow Dash ceased her thinking and returned to relaxing.  Sometimes, she had to admit, it felt good to be alone.  She relaxed for a few moments, merely by just laying still and allowing the warm water to coerce her.  Soon after though, she grasped a sponge that was on the shelf next to her and began to scrub herself clean.  She did all of the usual spots, like her under her wings and then down her chest, but then she moved a little lower and began to scrub off her vagina.  It was totally for the purpose of cleanliness at first, but then, in a fit of déjà vu, it switched to something a little more sensual.

Those thoughts of Twilight’s magnificent rump and her perfect figure slipped back into Rainbow’s mind.  No matter how hard she tried to resist them, she just couldn’t.  She tried everything from switching the subject to even throwing herself on a guilt-trip upon the grounds that Twilight was her best friend and that it was wrong of her to think in this way; none of it worked.  Even though she knew that she shouldn’t, Rainbow Dash liked the thoughts.  She imagined Twilight’s nice firm butt and delighted at the thought of flipping a bit off of it; perfect reflect.  She smiled to herself as she rubbed the sponge just a little harder over her increasingly aroused organ.  Once more, she recalled looking at Twilight’s figure in the mirror, and oh what she wouldn’t give to caress those curves and kiss every inch of that figure; she rubbed just a little faster and a little harder.  Eventually, so many suggestive thoughts of Twilight ran through her head that Rainbow Dash let go of the sponge and began to pleasure herself with her hoof.

She was gentle at first, as she imagined her first time would be, and merely rubbed the outside of her genitals.  She moved her hoof around and around in a circle and then up and down a few times just to make sure that she was nice and aroused for what was to come.  To get a little more lubrication going, she grasped the sponge once more and gave it a good dunk beneath the water so that it could get coated with water and slippery suds.  Once she was sure that it was as full as it could be, she brought it back up and sensually ran it down from her neck to her pussy where she then circled it around and around.

Her organ coated with all the lubrication that it needed, Rainbow Dash dropped the sponge and resumed her sexual experimentation, or so she could imagine Twilight calling it.  It had been so long since she had last done this, and she rather missed it, so perhaps she should try to do it more often.  Either way, she had better things to occupy her mind than timing, things such as the luscious Twilight Sparkle.  Rainbow Dash felt her beauty and sexiness irresistible and it was all she could to rub herself harder.  Soon, the sensations that she was sending through herself began to gain the upper hoof on her and she began to thrust her midsection about, mildly at first, but increasing with the pleasure of the sensation.  “Oh my…” Rainbow Dash mumbled to herself as the pleasure swept over her.

She opened her eyes and looked downwards so that she could watch what she was doing to herself.  Perhaps she would have lasted longer had she not done so, but Rainbow Dash soon imagined that her hoof was instead Twilight’s tongue.  She loved the feeling and the sensation of “Twilight’s tongue” moving up and down her labia and creating a new type of magic.  Rainbow Dash was really into it, but before she could get in too deep, she felt herself begin to get closer and closer to the brink of orgasm.  She wanted to stop for the realization that she would cum in her own bath water and dirty herself all over again, but she just couldn’t bring herself to.  Instead, her body and the pleasure that coursed through it stopped for her and a after a few final rubs, Rainbow slid her hoof away and let out a muffled yelp as she came.  Taken into account that it had been so long, Rainbow Dash had quite a bit saved up, all of which amounted to one messy orgasm.  Really quickly, literally a second before she came, Rainbow Dash backed herself up against the support so that she was sitting atop the tub and was able to watch herself orgasm all while evading the mess that was to be.

The juices flowed out of her, like a miniature waterfall at first, but then like a dripping faucet afterwards.  Whether it was a waterfall or a faucet, Rainbow Dash was just glad to finally have it out of her system.  She had wanted to do it for quite some time, but the upcoming running and the preparation that it called for all but threw a stopper into her usual schedule.  She could never stop herself from doing it, and even though it felt wonderful during and after, she just couldn’t help but feel guilty for doing something like that.  Sure, it was natural, but it wasn’t really the feeling that she felt guilty about.  No, it was the thoughts that she pleasured herself to that she felt the worst about.  This was her fourth or fifth time of masturbating to Twilight; other times usually were to either Applejack or Rarity.  What hurt her the most was the fact that all of these ponies were her friends, her best friends at that.

She tried not to think about it as she climbed off the top of the tub and began to dry herself off with the towel.  As usual after these sessions, when she met her own eyes in the mirror adjacent to her she wasn’t able to manage anything other than a quick glance.  She turned away and draped the towel over her head so she could dry off her mane all while avoiding the temptation that would make her look back into the mirror.  She finished drying herself off and then tossed the towel into the hamper next to the door.  Afterwards, she walked back into her bedroom and checked everything over once more to make sure that she had everything and was ready; everything looked to be in order and she was ready to go.  Before she left though, Rainbow Dash plopped down on the bed and stared silently up at the ceiling.  After some time though, she took the brush out of her packed bag and began to run it through her mane.  She flipped back over onto her backside and continued to stare up at the ceiling as she brushed away, trapped in thought.  As she brushed, she told herself that she was only going to do the front and top of her head as she didn’t really care what the rest looked like.

A few more minutes ticked on and Rainbow Dash eventually put her brush back up.  She tried to look at herself in the mirror, this time with success; as usual, she was able to after some time had passed and she had the opportunity to think about her actions and the guilt it caused her.  Finally ready to go, she heaved a sigh and tossed the brush bag into her bag which she flung over her shoulder.  Before she left, she blew out the candles that she used to calm her and light her bedroom and then opened up her wings and gracefully jumped through the window and out into the sky.

As she flew on, she wondered what the night would bring.  Perhaps it wouldn’t be the best sleepover in history, but Rainbow Dash was sure that it was going to be far from boring.  After all, Rainbow Dash had a knack for spotting what was boring and what wasn’t.  After some time in the air, what she considered her “warm up” time for her wings, she shrugged it off and stopped thinking about it so that she could merely enjoy the flight.  However the night turned out, either boring or as a night to remember, Rainbow Dash was sure that she was in for a very interesting night.

Chapter 3

Twilight continued to walk around the library and ensure that everything was all set for Rainbow’s return.  The popcorn was popped, the drinks were cold, the stories were prepped; it was all there and ready, and Twilight couldn’t help but beam at her work.  She couldn’t get too ahead of herself though, for there was still some last minute tidying to do.  For starters, Spike had sent a letter saying that he would be staying with Rarity for the night and it had been left unattended on the floor as Twilight went about attending to other things.  She gathered it up, along with a few other scattered and unimportant papers, and tossed them in the garbage can; she made sure to give herself a little cheer for each toss she made.  Then there were some things in the kitchen that had been left unattended, such as the jars of peanut butter and jelly, and the spilled popcorn and kernels.  They were dealt with promptly with a little magic, and then Twilight returned back to the main room for a little alone time.  Perhaps she could settle down with a book whilst she waited for Rainbow Dash to arrive.  Before she sat down though, Twilight shot a glance across the room and saw her reflection in the mirror.  Oh but she looked like a mess!  She must have gotten this way from all the preparation.  There was no way she could greet Rainbow Dash like this, let alone spend an entire night with her.  She ran up the stairs and headed towards her bathroom where she grabbed the brush with her magic.

Just as she was about to run it through her mane though, she heard the door downstairs open and close.  “Twilight!” she heard Rainbow Dash’s familiar voice call, “Hey Twilight, I’m here!  Where are you?”

“Darn it!” Twilight cursed under her breath and dropped the brush.  She ran back into her bedroom, but then swiftly flipped back around and went back into the bathroom to check her reflection in the mirror, unsure if she should groom herself or just leave it alone.  The idea quickly struck her that it would be something for them to do at the sleepover, so Twilight ran back into the hall and slowed herself down before she got to the stairs.  “Be right there!” she called as she turned the corner and proceeded to walk down the stairs.

“Hey Twilight,” Rainbow Dash casually greeted as Twilight came down the stairs.

“Hi Rainbow Dash,” Twilight replied and smiled as she descended the stairs.  She noticed the bag around Rainbow Dash and offered, “You can go ahead and take that upstairs if you want to, unless there’s something you need in it.  Make yourself at home,” she smiled once more and walked off towards the kitchen to fetch the popcorn.

“Sure,” Rainbow Dash said and quickly smiled in appreciation, “I’ll be right back.”  She ascended the stairs and went into Twilight’s room where she found a place at the foot of the bed to place her bag.  She turned around to leave, but not before Twilight came in on her.

“So I was thinking we could start off watching some movies,” Twilight suggested and indicated the projector setup in her room.

“Sounds good to me,” Rainbow Dash replied.

“Great!” Twilight said and went for the box that she kept the film canisters in, “What do you want to watch?” Twilight said and began to start naming off titles.

Rainbow Dash listened as each title was called, but she only recognized a few of the titles, and then there were an even fewer number that actually caught her interest.  She decided it would be best to let Twilight pick.  “It doesn’t matter to me,” Rainbow Dash said as she situated herself comfortably on the bed, positioned just right for a movie viewing, “put on what you wanna watch.”

“OK then,” Twilight said and sifted back through the titles to find one that she really liked and hoped that Rainbow would like as well.

Whilst she was sifting, and sitting down in front of the box in the process, Rainbow Dash couldn’t help but notice Twilight’s features once more.  As before, she tried to refuse herself the temptation, but was powerless to do so.  From her position on the bed, and the distance away from Twilight, Rainbow Dash was able to observe Twilight’s fine figure once more.  True, it was in an “innocent” enough way, but deep down Rainbow Dash knew that she secretly liked what she saw.

Her eyes scaled up Twilight’s body in silence, and this very much excited Rainbow Dash; she bit her bottom lip in ecstasy.  Seeing as how she was able to observe Twilight for a longer amount of time, she couldn’t help but become aroused.  She knew that it was wrong, especially in Twilight’s own house, but aside from that she seemed to have no regrets or second thoughts about it. Rainbow Dash wanted so much to touch herself, and she came close to doing so, but she didn’t dare.  She could only imagine what would happen if Twilight suddenly turned around and discovered her.  Her bodily desires got the best of her though, and she found herself moving her hoof down her body and towards the middle of her hind legs; she was a mere inches away from her sweet spot when Twilight stood up and turned around.  Luckily enough, she was able to move her hoof away and place it back down on the bed.  Had there been any questions, Rainbow Dash could have merely played it down as a simple scratch.

“How does this one sound?” Twilight said and showed the title to Rainbow Dash.  It was a noire thriller, older in black and white, and one that Rainbow Dash actually liked.

“I like that one,” Rainbow Dash commented and smiled casually at Twilight’s decision.

“Me too!” Twilight said gleefully and went to ascend the stairs to the loft so that she could place the film in the projector.  As she stepped aside though, the ends of her tail swung around and collided with Rainbow’s face.  It was obvious that she didn’t feel it though, for she didn’t turn around and apologize or anything, but just continued to climb.  Rainbow Dash didn’t mind though, and as a matter of fact she was rather glad that it had happened.  Finally, she got a whiff of Twilight’s magnificent fragrance.  It was like nothing she had ever smelled before; it was a beautiful, sweet scent.  Then there was something different in that brief, gust of air.  It was a scent that Rainbow Dash was far more familiar with herself, especially around bath time; this scent had made the experience all the more fulfilling.  With that one swish of her tail, Rainbow Dash had been granted the scent of Twilight’s ecstasy; it was obvious that luscious, sexy Twilight was in heat.

An idea or two popped into Rainbow’s head, but she pushed them away quickly as Twilight came down the steps.  That was all she needed right now, arousal that would lead to either more strange behavior and questions, or worse yet, a stain on the bed sheets.  With this worrisome scenario in her head, Rainbow Dash decided it was probably best to lay down flat on her stomach instead of sit down; not only would it prevent staining, but it would be a good deterrent to masturbation, should the urge to do so arise once more of course.  “Good,” Twilight commented with a little smile as she came down the final steps, “it looks like you’ve made yourself at home.”

Rainbow Dash smiled as casually as she could back and replied, “You bet,” she chuckled, with a slight, but luckily unnoticeable shake.

“Well,” Twilight said as she grabbed the popcorn with her magic and climbed onto the bed beside Rainbow Dash, setting it between them, “the projector’s warming up and the movie should start any second now.”

“That’s good,” Rainbow Dash said as she looked ahead, trying not to take notice of Twilight any more than she had to in order to restrain herself.  It didn’t help that Twilight laid down flat on her stomach, her hind legs outstretched exactly like Rainbow Dash and their bodies making contact.

Rainbow Dash tried inconspicuously to adjust herself so that they weren’t touching, but was forced to stop when Twilight took notice of her fidgeting.  “Something wrong?” she asked and looked down between their bodies.

“Thought I felt something crawling on me,” Rainbow Dash lied and smiled innocently.

“Oh,” Twilight said, “you’ll get used to it.  You know, I think it’s these new sheets.”  She picked up a small piece of the comforter that was sticking up and shuffled it around with her hoof, “I forget what it’s made of,” she commented and continued to observe the sheets, “I don’t think our coats are as used to it, but it’s supposed to be thirty percent more efficient at warming.”  Rainbow Dash sighed under her breath once more as Twilight went into her percentages; at least she bought the story.

The movie started a few seconds later and the two of them settled down to watch the movie.  They shared the bowl of popcorn and sipped on their drinks in silence as the movie continued on.  They were quiet, partly because the movie was a good one and it was a bit difficult to follow at times, and then because there was nothing that they could think of to say.  It was Rainbow and Twilight’s first time of sleeping over with one another, so a few kinks were to be expected, though Twilight was sure that they would iron out as the night progressed on.  Rainbow Dash on the other hoof, was actually too nervous to say anything.  She worried that if she were to say something, any little thing, she might accidentally stray off and alert Twilight to her feelings.  “Wait… feelings?” Rainbow Dash muttered absentmindedly.

“Hm?” Twilight asked and looked over at Rainbow Dash.

“O…Oh, nothing,” Rainbow Dash glanced over at the movie, “I was just thinking out loud,” she stretched the truth; she hoped with every inch of her being that Twilight wouldn’t ask about what.

She caught a break though, as Twilight didn’t ask about what but merely said, “Oh,” and went back to watching the movie after she popped a few pieces of popcorn into her mouth.

Meanwhile, Rainbow Dash looked away from the movie as she went back to thinking what she had uttered.  “Feelings?” she thought silently this time.  What did that mean, and more importantly, where did it come from.  Surely it wasn’t some way of telling herself that she loved Twilight.  It troubled her deeply, and it did for some time as the movie rolled on until she eventually was able to brush it off.  “Still…” she thought and glanced over at Twilight.

Lost in her thoughts, Rainbow Dash failed to notice Twilight blowing her forelocks out of her eyes and constantly adjusting it, so she was surprised when Twilight turned towards her and asked, “Hey Rainbow Dash, will you brush my mane for me?”

“Uh… sure,” Rainbow Dash said and prepared to stand and get the brush, but Twilight stopped her and retrieved it with her magic.  She wondered why Twilight wanted her to brush her mane.  Could it be that Twilight had “feelings” for her as well?

“I was going to do it before I came downstairs but I decided it could wait,” she chuckled under her breath, “I guess it got messed up while I was getting ready.”

Her clarification both relieved and hurt Rainbow Dash.  “Oh,” she said and gave a quick smile as she sat up and got in a good position behind Twilight.  “Oh,” she repeated just a little quieter and frowned as she took the brush in her hoof; she proceeded to brush Twilight’s mane silently.  As she brushed though, she couldn’t help but notice Twilight’s fragrance return to her nostrils; she loved it even though she tried so hard to resist it.  After a few moments, the fragrance calmed Rainbow Dash so much that her frown actually turned into a gentle smile.  She had no idea that brushing Twilight’s mane could be so relaxing.  “You smell good,” she complimented as she moved around to reach Twilight’s right side, “Are you wearing something?”  Rainbow Dash blushed hard and almost dropped the brush when she realized what she had just asked.

“Oh,” Twilight replied with a smile and a blush, “Do you like it?”

Rainbow Dash heaved a mental sigh of relief; she was worried for a second there that Twilight was going to grow suspicious.  “Yeah,” Rainbow Dash replied and worked on getting a tangle out, “Yeah of course,” she said as she pulled the tangle out, “What is it?”

“It’s a little something that Spike got me for my birthday.  It’s called ‘Spring Blossom’,” Twilight replied.

“It smells nice,” Rainbow Dash complimented and went over to Twilight’s left side to resume her brushing, almost done with it all.

“Thanks,” Twilight said, her blushing returning.

“No problem,” Rainbow Dash said and resumed her brushing.  All was quiet for a few moments after that as Rainbow Dash proceeded to put the finishing touches on Twilight’s mane.  As he brushed on though, Rainbow Dash’s eyes couldn’t help but look back towards Twilight’s midsection and body.  Normally, she would have felt some level of guilt, but this time, she didn’t.  As a matter of fact, she felt rather gratified with a slight sense of curiousness.  So it was only natural that she would  say, “Twilight, can I ask you something?”

Twilight looked up at Rainbow Dash and replied, “Sure you can Rainbow Dash.  What is it?”

“I was just wondering,” came the reply, “how do you stay so beautiful?  So… in shape?” Rainbow Dash asked as she stared into Twilight’s beautiful mane and continued to brush.

Twilight blushed deeply and looked straight down at the ground.  “Oh,” she said and waved her hoof, “I’m not beautiful.  I’m certainly not fit… not like you anyway.”

“Aw, now don’t feed me that,” Rainbow Dash countered, “Twilight, you’re one of the most beautiful mares I’ve ever seen.  Don’t let anypony ever tell you any different.”

“That’s… very sweet of you to say Rainbow Dash,” Twilight said, her blush glowing even brighter.

Rainbow Dash heard her words, but she knew that Twilight still didn’t believe her.  “No, no,” she said softly and put the brush down, “I mean it,” she got back to eye-level with Twilight.

“But it’s not true,” Twilight mumbled with an embarrassed tone as she looked away.

“Yes it is,” Rainbow Dash said firmly, “Look at yourself,” she said and gently took Twilight’s head in her hooves where she then gently guided her head towards the nearby mirror.  “Now tell me,” Rainbow Dash ordered, “who is the prettier one?  Me, or you?”

“You,” Twilight simply said.

In honesty, Rainbow Dash hadn’t been expecting that, so she tried her hardest to hide her blush.  “W…wrong,” she said with an embarrassed tone.  “Don’t you see it Twilight?  I mean, look at your face compared to mine, and look at how much nicer and well-kept your mane is compared to mine, and then… there’s your body…”

“My… body?” Twilight asked as she continued to observe herself in the mirror.

“Yes,” came the reply, “your body.  See how curvy you are?  Heck, I do nothing but exercise and I still don’t look anything close to what you look like.”

“Stop it Rainbow Dash,” Twilight ordered and swatted her hoof, “you’re making me blush.  I don’t like to blush.”  Twilight had never been complimented this way before and it was getting the best of her.

“Well that’s too bad, you know, that you have to blush at the truth,” Rainbow Dash countered sweetly.  They were quiet for a few more moments as they looked in the mirror, but then Rainbow Dash beseeched, “Tell me Twilight, how do you do it?  I wanna know.”

Twilight, with a blush still on her face, looked away from the mirror and over towards Rainbow Dash.  “I… I don’t…” she tried to say, but was cut off as Rainbow Dash swiftly planted her lips on Twilight’s, made all the more surreal by the fact that the kissing scene in the movie occurred at the exact same time.  Twilight wanted to fight it, but she couldn’t, she loved it.  Rainbow Dash opened her eyes, in shock at what she was doing, but went back to it when she noticed that Twilight’s eyes were closed and she had a look of passion upon her face.  Rainbow Dash kissed Twilight one more time and then pulled her lips away; she had never been more nervous for something in her whole life.

“Twilight!  I… I…” she tried to explain herself, but Twilight hushed her and placed her hoof upon Rainbow Dash’s lips.

“I understand now,” Twilight said, “you’ve never been after a stallionfriend, you’ve been after… a marefriend.”

Chapter 4

Rainbow Dash blushed in shame, partly because of what she had done and partly because she knew that Twilight’s accusation was true.  She really hoped that she hadn’t ruined their friendship even though she had a sinking feeling that she had done precisely that.  “Maybe Twilight will listen to reason, maybe she’ll let me apologize and then I can leave and we can put this whole thing behind us,” such thoughts raced through Rainbow Dash’s head.  “Twilght,” she began with a sorry tone, “I… I’m so sorry!”  Rainbow Dash felt one of those rare moments come when tears welled up in her eyes.

“Shh…” Twilight hushed her and placed her hoof back on Rainbow’s lips once more, “Don’t be,” she whispered.

“Wha…” Rainbow Dash went to ask, but found Twilight’s lips pressed against hers when the unicorn let her hoof drop back down onto the bed.  Rainbow Dash closed her eyes and relished in the moment.  Their eyes closed again and the movie slipped into the beginning of it’s more steamy parts, which all but added to the sensual tone in the room.  Rainbow Dash couldn’t control herself as she reached one of her forelegs up and wrapped it around Twilight’s neck, which kept their lips pressed together.  Twilight had never been kissed so passionately, and oh how she loved every second of it!

The two fell over, Rainbow Dash on top, and continued to kiss.  They broke apart and Twilight asked, “Rainbow Dash, what are we doing?” with a gentle tone.

“I don’t know,” Rainbow Dash said as she planted her lips back on Twilight’s, “but I wouldn’t stop it for all of Equestria.”

“Me either,” Twilight said as she broke her lips away from Rainbow Dash for a breath of air but then put them right back where they had been.

Rainbow Dash readjusted herself so that she was directly on top of Twilight and then the two of them resumed their kissing.  Rainbow didn’t know, but it looked as if one of her many fantasies involving Twilight was about to become a reality.  “Can I?” Rainbow Dash asked as she stopped her kissing and looked down at Twilight’s nubile body, just laid out for the taking before her.

Twilight nodded her head, “You can do anything to me,” she said with a sensual tone that aroused Rainbow Dash all by itself.

So Rainbow Dash took Twilight up on her offer.  She slunk down just a little bit and then craned forward where she began to deliver kiss, after kiss, after kiss on Twilight’s neck and upper body.  “Should we be doing this?” Rainbow Dash questioned one of her many concerns.

“I don’t know,” Twilight replied, “and I don’t care.  Please Rainbow Dash,” she said with a pleading tone, “I need this.”

Rainbow Dash blushed, another clue that Twilight was in heat.  Who was she to deny Twilight’s wants and her own body’s desires?  “You want it?” she asked gently and leaned forward where she kissed Twilight’s chest, “You’ve got it.”  She kissed Twilight on the lips one more time and then moved down her body once more.  Once she reached Twilight’s midsection, she backed down the bed just a little bit, until she was on the edge, and proceeded to kiss Twilight’s stomach and lower body.  “How does it feel?” she asked curiously.

“I like it,” Twilight said with a quiet, embarrassed tone, “it feels good.  It tickles kind of.”

Rainbow Dash couldn’t help but smile at Twilight’s innocence as she did her work; that was another aspect of Twilight that Rainbow Dash admired very much, her cuteness.  She continued her gentle kissing and even licked up and down on Twilight’s stomach and around her navel.  Twilight let out a giggle and Rainbow Dash took it as her cue to continue on.  Finally, she was at Twilight’s breasts.  They weren’t too large, and yet they weren’t too small.  They were the perfect petit size, another aspect of Twilight that was all too perfect.  Rainbow Dash reached her hoof up and ran it down from Twilight’s chest down to her breasts where she lifted it up to the point and circled it playfully around each breast.  Twilight giggled once more, the sensation both pleasurable and alien to her.

“I guess that means you like it,” Rainbow Dash said and smiled at Twilight; she winked at her, which prompted a blush.

“I… I love it,” Twilight said and looked down towards her breasts so that she could watch what Rainbow Dash was doing.  With the knowledge that she was watching, Rainbow Dash was not in it to disappoint either of them, no, she was in it now to win.  She leaned downwards and began to kiss and lick over Twilight’s perfect little breasts.  She moved her tongue over Twilight’s nipples and around the breasts themselves, careful to ensure that she gave them a little kiss after her tongue finished its journey.  Before long though, she naturally grew tired of what she was doing and decided to mix things up a little by throwing in a little sucking too.  She moved to Twilight’s left breast and placed her lips down over it, caressing it with her mouth and then toying with the nipple with her lips.  Afterwards, she took Twilight’s nipple in her lips and placed just a little bit of pressure on her mouth and pulled off of Twilight.  “Ah!” Twilight exclaimed, both in surprise and pleasure.

“Did I hurt you?” Rainbow Dash asked with genuine concern.

Twilight looked away from Rainbow Dash and shook her head.  “No,” she persisted and looked back towards her open legs.  Rainbow Dash might not have been as smart as the egghead before her, but she had a pretty good idea that Twilight’s glancing meant that she should continue.  Rainbow Dash was not one to disappoint, so she granted Twilight’s silent wish and moved her lips over to Twlight’s other breast where she did the same things she had done to the other breast.  As she kissed and suckled on it though, Rainbow Dash noticed that familiar fragrance returning to her, only now it wasn’t the scent of ecstasy, just pure arousal.  As the wonderful, warm scent worked its way into her nostrils, Rainbow Dash couldn’t control herself as she moved the from the breasts and slunk down onto the floor.  She pulled Twilight towards her, which prompted a surprised yelp from the unicorn, apparently caught up in the moment.

Rainbow Dash reached both of her hooves up and wrapped them around Twilight’s hind legs, both for leverage and to prevent Twilight from trying to get away, even though by now it was obvious that Twilight had no such intentions.  As gravity worked its power and pushed Twilight’s tail down over the edge of the bed, Rainbow Dash finally got see a good view of Twilight’s organ.  As Rainbow Dash expected, Twilight’s genitals were perfect, simply perfect.  Everything was perfect about it!  There was the wonderful aroma that it emitted, of course, and then there was the tightness and simple groomed look of it, and finally there was the wonderful warm temperature that it emitted.  Twilight was a healthy mare, a healthy mare indeed.

Rainbow Dash knew that she should show some restraint, but she just couldn’t help herself.  She went straight for the gold and pushed her tongue deep inside of Twilight, as far as she could possibly push it.  “Ah!” Twilight yelped and lurched upwards, “Not so hard Rainbow Dash,” she pleaded, “Please be gentle.  I…it’s my first time,” Twilight admitted and laid back down, her eyes darted off once more, afraid that Rainbow Dash would notice her embarrassment.  She was just a nerd, certainly not cool or fit like Rainbow Dash, so she had no doubt that Twilight at least had a little bit of experience; perhaps some after-game experience in high school, she supposed.  But now wasn’t the time to decipher past events, if any, now was the time to enjoy this new sensation.  Twilight, while she had never had sex before, had pleasured herself a few times and had always wondered what the sensations she was feeling now felt like.

“Sorry,” Rainbow Dash apologized and pulled her tongue out so that she could run her tongue up and down Twilight’s labia in order to prepare her for what was to come, “You just taste so good.”

Twilight blush, gone up until that point, returned brighter than ever.  “N…No I don’t,” Twilight persisted humbly.

Rainbow Dash shrugged and continued her licking.  “Whatever you say.  You can try me next and then we can compare since you’re so persistent,” Rainbow challenged.

Twilight looked away and smiled.  She liked that idea, it was both playful and fun.  Only, she didn’t know where to begin with the whole oral sex thing.  As she had said, she was a virgin and had no idea what to do.  Maybe Rainbow Dash would let her look towards a book for advice before she collected her fair share.  Either way, whether she knew what to do or not, Twilight was flattered that Rainbow Dash wanted her to try as well; she wouldn’t let her down, and Twilight Sparkle, both flattered and pleasured, tried to silently imagine what to do in her head as Rainbow Dash continued to work her own magic.

While she thought, Rainbow Dash licked on and on, occupied with Twilight’s genitals; there was no time for thinking.  She gently kissed and licked on Twilight’s outer labia in order to prepare the sensitive pony for what lay ahead.  Whilst she licked though, Rainbow Dash couldn’t help but run her hoof down the length of her stomach and put it at a rest between her legs.  The sweet, sweet taste of Twilight forced her to become more and more excited until she eventually couldn’t resist rubbing her own self.  She wanted so badly to wait until it was Twilight’s turn on her, but with Twilight’s taste and texture and overall arousal take into account, there was no way she could wait that long.  So, as the movie rolled on, Rainbow Dash pleasured Twilight with her lips and tongue while she also pleasured herself with her own hoof.

Rainbow Dash licked up and down Twilight’s organ gently and then quickly.  Satisfied that Twilight was aroused enough and ready for the big event, she plunged her tongue inside of Twilight once more.  Twilight cringed with delight at what she felt and looked down towards Rainbow Dash.  “That… that feels good,” she mumbled with an embarrassed tone.  Rainbow Dash heard her, but said nothing.  She instead rolled her tongue around and around inside of Twilight in reply.  After she was done rolling it around, she pulled her tongue out of Twilight and rolled it around her clitoris.  “Ah!” Twilight yelped with pleasure as Rainbow Dash did so.

As she licked and licked, Rainbow Dash had another idea.  She was a sporty pony, and she liked to race, so why not come up with a sensual challenge for the two of them now?  Twilight started to thrust her midsection up and down as the pleasure started to get the best of her.  Rainbow Dash stopped though, and even though Twilight longed for her to go on, she respected that Rainbow Dash might be having second thoughts.  “Is something wrong Rainbow Dash?” she asked and sat upwards.

“Yeah,” Rainbow Dash said and cocked her eye playfully at Twilight, “you aren’t doin’ me any favors, that’s what’s wrong with me.”

“What do you…” Twilight began to ask, but was cut short when Rainbow Dash leapt up into the air and turned around only to fall back down and land on top of Twilight with her rump turned towards the unicorn.  Twilight got the message loud and clear.  As she watched Rainbow Dash moved her tail aside to reveal the sweet surprise underneath, she hoped that the time she had to think would pay off.

She started slowly but surely by licking the bottom of her hoof and using it as lubrication to massage Rainbow’s vagina with. She loved the feeling of it, so smooth and already moist from Rainbow’s self-pleasure, which Twilight did in fact know about.  Ever the expert on pony anatomy and function, she waited until she noticed Rainbow Dash’s pussy winking in pleasure at her massaging.  She licked her hoof one more time and continued to massage Rainbow Dash, deciding to wait until the saliva on her hoof dried once more.

Meanwhile, Rainbow Dash licked on Twilight’s clitoris, as she quickly came to realize that it was Twilight’s most sensitive spot.  She tried all sorts of things with Twilight’s clitoris ranging from circling her tongue around it to licking it rapidly.  As before, she began to feel Twilight thrust her midsection about, this time only for it to collide with her own which aroused her even more.  There was just something about this type of intimate contact that Rainbow Dash liked and couldn’t resist.

The saliva on her hoof dry, Twilight went for the gold.  She craned her head forward and ran her tongue from the bottom of Rainbow’s vagina up; Rainbow Dash let out a sensual moan in response.  Twilight continued to lick up and down on Rainbow Dash and then pushed her tongue inside which prompted Rainbow to moan in delight one more time.  Following in Rainbow Dash’s previous hoofsteps, Twilight circled her tongue around inside of her vagina, making sure to pull it out every couple of seconds.  After a few moments, it looked as if Twilight was going to beat Rainbow Dash at her little game, for she began to wiggle her hips uncontrollably, which signaled that she was close to orgasm.

At the last moment though, Rainbow Dash used her hoof to pleasure Twilight while she licked her clitoris at the same time.  Twilight foundered before Rainbow Dash and came rather violently, having held it in for so long.  Rainbow Dash had to shoot her head up in order to avoid her face being covered by Twilight’s juices.

Twilight moaned and fidgeted around, but she was a determined pony and was going to see this thing through.  She moaned and groaned in delight as she came and all of her sexual stress was relieved, but she persisted through and pushed her tongue deeper into Rainbow Dash.  She pulled it in and pushed it out so quickly that her tongue soon became numb and she feared that she might not be able to go on.  At the last second, however, she felt Rainbow Dash’s labia tighten around her tongue which signaled that she was just about to orgasm.  Again, modeling Rainbow Dash, Twilight pulled her tongue out once more and used it to pleasure her clitoris.  A second later, Rainbow Dash ceased her fidgeting as she orgasmed, her juices flying all about.  It wasn’t as much as Twilight suspected there would be, for she still didn’t know of Rainbow’s previous, self-induced sexual activity, but there was still quite a bit.  She waited for the juices to stop flying out of Rainbow Dash and then proceeded with the cleanup as Rainbow Dash was doing.  If there was one valuable thing they learned from Rarity, it was that a lady always cleaned up after herself.

Chapter 5

Afterwards, once they were all cleaned up, they merely laid beside each other and finished the movie, though it was hardly the center of their attention.  All had been quite in the moments immediately following, but then it was Rainbow Dash who pushed the subject that obviously lingered on both of their minds.  “Hey Twilight,” she asked rather quietly as she stared ahead at the movie.

“Yes Rainbow Dash?” came the equally quiet reply.

“Do you, I dunno…” she looked down at the floor and ran her hoof back and forth over the carpeting, “Do you think that was weird?”

Twilight looked down at the ground as well and thought about the events as they had unfolded.  It was only nature, and they were two very good friends who were deeply attached to each other in more ways than one.  “No,” she replied, “I don’t.”  She was quiet for a moment or two  after that, but then looked over at Rainbow Dash and asked, “Do you?”

Rainbow Dash thought hard about it.  She really hadn’t meant for it to go that far, but even though she didn’t there was no denying that she liked it.  “No,” she simply answered after some time.  “But Twilight,” she said, “I… I love you.  That’s what I’m worried about.”

“What’s there to be worried about?” Twilight asked, “I love you too.”

Rainbow Dash shook her head; she knew that Twilight wouldn’t understand.  “No,” she said, “that’s not what I mean.  I love you, love you.  You know, as more than a friend.”

Twilight replied, “Yeah, so?  That’s how I love you too.”

Rainbow Dash looked over at her with a look of disbelief on her face.  “Do you really mean that?” she asked softly.

“Of course I do,” replied Twilight, “I love everything about you.”

Rainbow Dash looked down with a blush on her face, “And I love everything about you too Twilight,” she said and smiled gently at her.  But then she frowned as another circumstance dawned on her.  “What about the other ponies?  Don’t you think they’ll be… I dunno… disgusted?”

Twilight looked down at the ground once more, for she knew that even though she didn’t want to admit it, it was the truth.  Two mares together was a taboo in Equestria.  Not illegal or anything of the sort, but just something that wasn’t common.  “I… I don’t know,” Twilight said the three words that were the least used in her vocabulary.  “We’ll manage somehow, I swear it,” she promised Rainbow Dash and craned her head over where she gave her a kiss on the cheek.

“I trust you, Twilight,” Rainbow Dash revealed and looked back up at the screen.

“I’m glad you do,” Twilight said with a smile.  With all of that sorted out, they returned to the sleepover as it should be.  “Popcorn?” Twilight offered with a smile.

Rainbow Dash looked at the bowl and then looked up at Twilight and they both giggled.  “Sure,” she said when she was finished laughing and got a hoofful of popcorn.  Once she was done chewing, she looked over at Twilight and asked, “So, how’s this for a sleepover so far?”

Twilight looked over at her and smiled.  “How does ‘best sleepover in history’ sound?  This will definitely be a night to remember.”