Against all odds.

by Valtyra

Rating: mature
Tags: Twilight Sparkle, Main 6, Slice of Life, My Little Pony: Friendship is Magic, Romance, Fluttershy, Sex
Length: 8706

Twilight and Fluttershy have been seeing each other in secret.

Twilight and Fluttershy's relationship has been going for quite a long time, never having hit a bump. Though keeping it a secret from their friends has grown tougher and tougher over the months, they've managed to keep them in the dark.

I had originally created the first chapter for my collection, but thanks to Matmn' suggestion, I created this story to work on :)

Published 2014-02-10 08:00:02 UTC
Last updated 2014-04-29 00:03:50 UTC

Chapter 1

"Hey, Twilight, how long are you going to be visiting your brother for?"

"Not too long, Spike." Twilight levitated some scrolls off her bed and into the saddlebag that sat on the floor next to her. "We haven't seen each other in ages."

She walked over to the dragon and kissed him on the head, "Come on, you'll be living with Rarity until I'm back."

"Yeah, I guess. I’ll still miss you..."

"I know, I'll bring back a souvenir." With that, Twilight levitated the saddlebag onto her back and trotted out of the room, leaving Spike alone.

She closed the door behind her and made her way down the street. She walked around the town to avoid suspicion. Once Twilight thought she was away from prying eyes, she shifted her direction from the train station to Fluttershy's cottage.

Stopping in the shadows just before the edge of town, she looked around and let out a sigh of relief, I don't think anypony saw me...

Focusing on Fluttershy's house, she rushed forwards and over the bridge. She was so close, she could almost feel her lovers fur on her own. Twilight neared the Fluttershy's door and stopped, making sure her mane and tail were properly straightened and clean, then knocked.

She waited a couple of minutes for the usual timid reply. "H-hello?" Fluttershy whispered, just loud enough to be heard.

Twilight nodded her head, Like usual...

"Flutters, it's me, Twilight," she responded, keeping her tone down so she avoided scaring the Pegasus.

"Did a-anypony follow you?"

"No, nopony saw me, can I come inside?" Twilight asked, impatient. I love her, but she can be annoying sometimes...

Fluttershy opened the door, and Twilight walked in. She closed the door with her magic and watched as Fluttershy sat down on her couch and look at her.

"Care to join me?" Fluttershy asked, her timid voice echoed in the solitude of her home. "There's enough space for two," she said, tilting her head slightly.

Twilight grinned and pushed her saddlebags off and onto the floor. She walked over and pulled herself up onto the couch, next to Fluttershy. Holding her fore-leg over her marefriend, she leaned in and rubbed noses.

Fluttershy smiled and asked, "What did you tell Spike?"

Twilight thought back to the dragons face and sighed, "I told him I was seeing my brother..."

"I don't like lying to our friends," Fluttershy whispered, remembering Dash's face. "Why can't we tell them?"

"You know why, they all said they hated fillyfoolers." Twilight looked away, "It isn't right, but what choice do we have?" She looked back at Fluttershy with a sad look in her eyes, "Only Princess Celestia knows..."

"I know, but we have each other," Fluttershy placed a hoof on Twilight's flank, "Isn't that all that counts?"

"Of course it is." Twilight wrapped her front leg around Fluttershy and pulled her close, their chests touching, "In fact, let me show you how much you mean to me..."

Fluttershy squeaked, but put up no resistance. "Twilight," she gasped, breathlessly. She felt her heartbeat quicken and her tail twitch in excitement.

Twilight rubbed Fluttershy's back, just between her wings. She'll like this... Twilight thought as her hoof grazed the sensitive spot.

Fluttershy inhaled sharply and pulled herself closer, head buried into Twilight's chest. "Not so rough..."

"I'm sorry, my love." Twilight put her hoof under Fluttershy's chin and brought her chin up to face level. "I'm going to make you scream," Twilight whispered, half-lidded eyes staring into the other’s.

Fluttershy nodded and leaned forwards, mashing her lips onto Twilight's.

She pushed back into the kiss and rolled Fluttershy over onto her back; wings spread out underneath them. Twilight held herself up with one leg and used the other to explore her partner's body.

Her hoof snaked it's way down, over her navel and settled just above her marehood, on Fluttershy's teats. Fluttershy gasped and let out a small moan, encouraging Twilight to carry on.

Twilight pulled at her nipples, the soft flesh transforming into rock hard pillars underhoof. She kept on playing with the sensitive area, making Fluttershy squirm and break the kiss.

She fell back and opened her eyes and chuckled, "Oh Twilight, I don't deserve you..."

Twilight smiled, "No 'shy, You deserve better." Leaning down, she pecked Fluttershy on the lips one last time before making her way down her body.

Fluttershy bit her lip in anticipation. I wish Twilight could do this everyday... She closed her eyes as she felt Twilight's breath on her stomach; slowly making her way downwards to fan her fire.

She let out a loud moan as Twilight's horn lit up and her magic caressed her outer folds, making them tingle. Moving her legs to allow for better access, she then felt Twilight’s lips suckle on her teats and felt her mind go white with pleasure.

Twilight's lips wrapped around Fluttershy's nipples as she started to suckle. Twilight closed her eyes and lost herself in the moment, I could stay like this forever.

Twilight felt a trickle of mare-cum flow down her own stomach and charged her own horn a little more, summoning an exact replica of Big Macintosh's cock. I knew his measurements would be useful...

She momentarily let go of the teat as she felt the flared head push her own folds apart. "Ugh," Twilight grunted as she forced the phallus in, stretching her vagina to it's limit.

Twilight clenched her eyes shut and held her head against Fluttershy's stomach for support as she felt the cock inch its way inside her achingly slowly.

Eventually, it bottomed out and she could catch her breath. Opening her eyes, Twilight returned to sucking on her lovers teat.

Fluttershy felt Twilight's magic enter her and expand, widening inside her pussy. She moaned and ran her hooves over her wings, putting pressure on them. Her breathing began to get erratic and tapped Twilight on the shoulder, "I-I'm close!"

Twilight looked up and smiled lovingly at her, then pulled the monster cock out of her aching pussy. She felt every inch of it slide out and shivered in delight as she left the tip in, "Oh yeah..."

Fluttershy felt her orgasm build up as Twilight's magic pulsed in time with her suckling, compressing her pleasure into a single thought, I need Twilight to fuck me!

She screamed out, the orgasm coursed through her body, forcing her muscles to contract and lock Twilight's head between her thighs. "Oh Celestia yes!"

Twilight pushed her magic further and pushed a small amount onto Fluttershy's anus, expanding it. She made the magic vibrate, trying to keep her lover in a euphoric state for longer.

She pushed the dildo in again and lost a piece of her mind to pleasure. She felt her own orgasm well up as she twirled her clit around with her magic. "Ah... Yes!" Her dam broke and the orgasm hit her like a freight train.

Twilight smiled, her body tingling. She crawled up, Fluttershy's legs releasing their death lock and wrapped her legs around her. "I love you..." she said, kissing 'shy of her cheek.

Fluttershy yawned and snuggled closer, "I love you too, Twi."

Chapter 2

"Twi, wake up..." Fluttershy whispered, nudging Twilight gently.

Twilight groaned and rolled over, stretching her legs out. "Mm, good morning," She said, opening her eyes.

"Good morning." Fluttershy leaned down and kissed Twilight passionately. She felt her wings flutter for just a moment and pulled away. "How did you sleep?" She asked, moving back under the covers and wrapping an arm around Twilight and snuggling up.

"Perfect, you really tired me out."

Fluttershy grinned, "I try..."

"You know, we should do that more often..." Twilight said, her voice low. "Once I get back, we are going to go at it like rabbits..."

"Oh my," Fluttershy whispered. She found her wings rising by themselves. Looking back, she giggled and spoke, "You can't leave me like this, can you?"

"Of course not..." Twilight trailed off, sitting up and getting comfortable against Fluttershy's headboard. "Lay on my lap," Twilight said, patting her legs.

Fluttershy did as she was told and laid across Twilight's legs, her wings erect in the air, "Good, now relax and enjoy."

Fluttershy closed her eyes and waited for Twilight to start. She felt Two's hooves gently trace a delicate line across her back; starting from her neck down and through her wings, making her shiver.

Twilight then circled Fluttershy's cutie mark with the edge of her hoof, slapping it at the end, causing Fluttershy to squeak. She rubbed the area then slapped it once more, turning the bright yellow skin to transform into a deep red. "How does that feel?" Twilight whispered in Fluttershy's ear.

"G-good..."

Twilight smiled then brought a hoof and ran it along the edge of a wing. She was rewarded with a gasp and a shudder. Twilight gazed lovingly down at her currently submissive lover and held her hoof gingerly in-between Fluttershy's wings. "What do you want? She asked.

"I-I want to c-come..."

"Beg," Twilight commanded, moving some mane out of Fluttershy's face. "Beg for it."

Fluttershy blushed, shuddering a little more and nodded. "Please m-make me come..." she begged, clenching her back legs together to stop her juices from dripping on Twilight.

Twi grinned and placed her hoof down on Fluttershy's back. She heard a small moan and ran it forward a little, then back again.

Fluttershy was having a hard time keeping her voice in check. "Yes, oh yes!" She shouted, not caring if anypony or thing heard her.

Twilight grinned, she loved to be able to make her other half scream like this and she learnt pretty fast how to do it.

"You moan like a whorse!" Twilight said, slapping Fluttershy's rump. When she heard her grunt, Twi grabbed her tail and moves it across, revealing 'shy's glistening pussy.

Twilight stared at it for a few seconds before shaking her head. it looks so good... She thought. She kept the tail in place using her magic and ran her hoof along the outside, barely touching.

Fluttershy moaned and wriggled to get some, any, of Twilight's hoof to touch her burning loins.

"Twilight, please!" She begged, turning back. "I need to come!"

Twilight turned back and gave a smile, "In due time, my little pony. In due time." She wanted to take her time; it wasn't as if she had anywhere to be except meeting Spike at the train station and that wasn't for another two hours.

She traced her hoof a litttle higher and over Fluttershy's anus, pushing slightly, making her squeak and go bright red. "N-not there..."

"Not here?" Twilight asked, poking again, this time more gently. She knew how much it could hurt, being no stranger to anal.

"Y-yes, not now..."

"Ok," Twilight replied, moving a hoof and stroking Fluttershy's cheek. "We won't do anything you don't want to do."

Fluttershy kissed Twi's hoof and closed her eyes. "Love you," she said, leaning into the hoof.

"I love you too," Twilight replied. If only you knew how much...

Twilight turned back to Fluttershy's rump and this time caressed her pussy with magic. Hearing Fluttershy moan, she grinned and brushed her hoof across 'shy's clit.

"Ooh," she moaned, panting slightly. "Fill me up Mrs. Sparkle!"

"As you've asked so nicely," Twilight summoned up a small vibrating egg and placed it inside Fluttershy's cunt, leaving it off for the time being. "This'll make you think of me today."

Fluttershy panted like a whorse, dribbling on the sheets and moaning randomly. Twilight kissed her on the wings and licked up the edge, sucking gently on the tips.

This pushed Fluttershy over the edge. She saw stars in her eyes and climaxed, her body tensing up. Twilight sighed in pleasure, rubbing her own nipples and clit.

Fluttershy descended from heaven and opened her eyes to find Twilight leaning back with a smile on her face. She looked down and saw what she was going and moved to help her. "Here..." she whispered, her voice back to its usual timid self.

Twilight shook her head, "I want to save it for later... however hard it will be..."

"But that could be in hours..."

"It'll be more exciting," Twilight replied, kissing her love and tucking her into bed. "Now, get some sleep and by the time you wake up, I'll be back."

Fluttershy nodded, "If you're sure... have a good time!"

"Bye!" Twilight shouted as she closed the door behing her and walked out into the warm summer air.

___

Twilight was grateful that she had a long tail to hide her swollen marehood. Surprisingly nopony commented on how close she was holding it against herself, yet.

"Heya Twi!" Applejack shouted out. She was sitting behind her stall, chewing on some wheat.

"Oh hi, Applejack," Twilight replied, walking over. "How are you?"

"I'm good, thanks." AJ cast a suspicious eye over Twilight, stopping on her tail, "I haven't seen you in days..."

"Oh really... days?" Twi asked, not liking the look AJ was giving her.

"Yeah, days. What's up with your tail?" Applejack asked, before her eyes widened. "Is this your first real heat in Ponyville?"

"Wha- oh yes," Twi replied, nodding her head vigorously. "Sure is, can't get rid of it with magic now!"

"Well, when you find a nice stallion to stop it, tell me. Celestia knows where they have all gone." AJ shook her head. "Where are you off to?" She asked.

"To the library, Spikes poorly. I really must go." Twilight turned to leave. But was stopped by AJ.

"Here," she passed Twi a bushel of apples. "I hope he gets better."

"Thanks."

Twilight rushed to the library and went inside. Once the door had been shut and locked, Twilight let out a sight of relief. She stopped hiding her marehood and let her tail hang normally, feeling the ache that had been building up dissipate.

"Twilight, is that you?" Spike shouted out from upstairs.

"Yes Spike, it's me!" She replied, hearing the scampering of claws on the woodwork.

"I wanted to meet you at the station," he said, rushing down the stairs. He stopped just short of the last step, "I... Where were you, really?"

"Whatever do you mean? I was with Shining Armor and Cadence..." She replied, sweating a little.

"No you wern't, I sent a letter to them, asking how you were. They never saw you!" He shouted, getting upset.

Twilight sighed, Damn, should I tell him...? She movesd forwards and over to him. Spike backed off slightly, but put up to no resistance when Twilight hugged him.

"Please Twilight, I thought I was your number one assistant..." Spike sniffed, wrapping his arms around her neck.

I should... But what if he tells Rarity...

"I do and you are. It's complicated."

"Why?" he asked, pulling away, "I won't tell anypony, if that's what your thinking!"

He knows me too well...

Twilight walks over to the couch and pats the space next to him, taking care so Spike doesn't see her groin by accident.

He waddles over and takes a seat. "You know I love you, right?" Twilight asks, smiling.

"Yeah..." Spike gives her a curious look. "Just tell me why you lied..."

Twilight sighs, "Alright, but you can't tell anypony. AT. All."

"Okay... Sheesh. It can't be that bad..."

"I'm gay," Twilight says, looking away. She closesd her eyes and waits for the insults.

"Okay."

Turning back with a shocked expression, she asks, "What?"

"What did you expect me to say?" Spike smiles and places a claw on her shoulder, "You hatched me, I'm not going to stop loving you, just because you like mares."

"Oh Spike!" Twilight grabs and pulls him into a hug, "You don't know how much this means!"

"I can feel it though." he wheezes and taps her on the shoulder, "You're choking me."

Letting go, she gives him a sheepish look, "Oops, sorry."

Spike moves back and looks at her, rubbing his neck, "I'm guessing nopony else knows?"

"No, our friends are... They don't like ponies like me..." Twilight replies, looking down. "They..." she begins, but stops as she starts to cry.

Spike rushed closer and wraps her up, "Whoa, don't worry, I won't tell anypony. I promise."

She leans in and wraps her legs around him, burying her face him his chest, "T-Thank you."

Neither of them noticed the two blue eyes glaring at them from behind the bookshelves.

Chapter 3

Twilight sniffed and backed off slightly, giving Spike some room to breath. "Thank you for that," she said, rubbing her eyes.

Spike scratched the back of his head, "Hehe, no problem."

Twilight turned around and sighed, not looking forward to facing the outside world again, "I have to go, Fluttershy will wonder why I'm taking so long."

"Don't be gone too long, I can't look after this library forever; plus, say hi from me."

Twilight smiled and nuzzled the young dragon, "Of course, Spike. Don't worry, I won't be gone forever, just till tomorrow night. I'll bring home some of those bloodfire rubies you like."

Spikes mouth watered Wat the prospect of eating one of those. "Okay, have fun with Fluttershy!" He said, pushing Twilight towards the door.

She giggled and opened the door with her magic. Once outside, she turned and walked off, giving him a wave goodbye.

Turning back towards the road, Twilight remembered she still had the egg inside Fluttershy and used her magic to turn it on remotely. She grinned, imagining her face. "She's probably moaning..." She thought, before looking around for anyone that might notice her arousal.

Hottailing it quickly to the cottage, Twilight teleported inside and looked about for her mare-friend. "Fluttershy!" She called out, looking forwards to seeing her again.

"In here!" Fluttershy replied, from the kitchen.

Twilight walked through the archway and saw Fluttershy chopping some vegetables and placing them in a large pot of boiling water.

"What'cha making?" Twilight asked, walking over and kissing Fluttershy on the cheek. "Smells yummy."

"That's me, hun," 'shy replied, a light blush across her face. "I couldn't get that... that egg out," she said, raising her tail and letting Twilight see how ready she was. "I want you so badly right now."

Twilight grinned and walked over to the dining table, taking a seat. "Maybe later, I want to see how long you last..."

Fluttershy bit her lip but reluctantly returned to her cooking; grumbling under her breath about how she just wanted to have some fun.

~~~~~~~~~~

Spike closed the door and walked over towards the kitchen. He opened the fridge and pulled out a large tub of ice-cream he's been saving for when Twilight would eventually go off insane adventure. "May as well have it now," he said, pulling the lid off and scooping some out with a spoon.

He walked over to the couch, moaning loudly as he scooped out some ice-cream and stuck it in his mouth and sat down. Leaning back, resting the ice-cream on his tummy, he didn't notice the pink hooves wrap around his mouth and chest, pulling him behind the couch.

"Don't shout!" Pinkie Pie whispered, slowly letting go of spikes mouth.

He looked at her with confusion, "Why would I?"

"I don't know, just what ponies say." She grinned, tilted her head slightly and asked, "What did Twilight mean when she said, "I'm Gay"?"

Spike froze and stared at her for a couple of seconds, "How did you...?"

"I was browsing for something funny, because I was having a bad day and I needed something to cheer me up when Twilight came in." she replied, her cheerfull smile ever present.

"Oh yeah, I let you in earlier..." Spike face-clawed. "Wait... You don't know what it means?"

"Nuhuh. Is it bad?"

"No!" Spike shouted, making Pinkie recoil a bit. "Sorry," he coughed and carried on, "No, not at all Pinkie. It means... well, when a mare loves another mare... or a stallion loves another stallion..." Spike grimaced, knowing he probably just confused Pinkie even further.

"Oh, just like Dashie!" Pinkie spurted out, giggling.

"Wait what!" Spike said, eyes widening, "Dash is gay?"

"I... think?" Pinkie replied, unsure. "I mean, I've seen her kiss mares and stallions. Is that strange?"

"Oh, she's bi!"

A silence hung in the air. Neither of them wanted to be the first to say anything, yet one of them had to.

"Are you still friends with Twilight?" Spike asked, frowning at what the answer could be.

"Of course, why wouldn't I be?" Pinkie sung, bubbly as ever. Her pink mane bouncing te and fro, seemingly on it's own terms sometimes.

"Well, some ponies see it as wrong..."

"That's silly." Pinkie frowned, looking away. "Some ponies are simply meanie-pants. Twilight isn't hurting anypony..."

Spike smiled and nodded, "Don't tell anypony, please. Twilight doesn't want anypony to know yet."

"I won't tell a soul. They could torture me and I wouldn't spill. Like in 'nam!" Pinkie struck a heroic pose, "Cross my heart, hope to fly, stick a cupcake in my eye."

~~~~~~~~~~

Twilight sat back and sighed contently. "This was great, hun."

Fluttershy blushed and mumbled, "Thanks..." She lad been looking seductively at Twilight the entire time she'd been eating and had started to have thoughts of throwing herself at her.

She led out a small whimper and bit her lip. Twilight looked over and grinned, liking the sight of her love barely holding herself together.

Twilight gave her a sultry look, "I think it's time for desserts."

Fluttershy's ears perked up at that and she replied with, "Y-Yay." She shakily turned over and presented herself to Twilight, blushing bright in both places that mattered.

Twilight licked her lips but shook her head, she'd been worked up the whole day and since she'd gotten back. She blushed and played with her hair, "Do me today..."

Fluttershy opened her eyes and leaned forwards with a inquisitive look. "Oh... Sure," she said, slowly turning over to make sure Twilight was serious.

It seemed she was as Twilight leaned back on the couch and opened her back legs out, revealing her mare-hood. The light pink lips already puffy and engorged from a long day of sexual tension wound up.

"You've been a naughty mare, Twilight Sparkle," Fluttershy said, moving up behind her. "You should feel bad, making me come repeatedly while you were out."

She took ahold of each of Twilight's rump-cheeks and squeezed, eliciting a gasp and moan. Fluttershy grinned, "And you should make me come before you ask for it, you've made me wait long enough."

Fluttershy unfurled her wings and brought them around to her front. She used the wing-tips and ever so lightly traced across Twilight's labia.

Twilight cooed and arched her back, "More... Tell me off!"

Fluttershy kept her wings playing and looked down at Twilight, "I'm going to tell Celestia. She's going to fail you, all because you wouldn't. make. me. come!"

Twilight moaned loudly and shook her head from side to side,"Mm, I want you inside me..." Lighting her horn, she summoned a strap-on onto Fluttershy. "Dear Celestia, fuck me!"

Fluttershy sighed as she felt the inside of the strap-on slide inside her, filling her up, with just enough wiggle room to get her off. She could feel the warmth of the magic infused material side across her clitoris, jumbling her thoughts, making it hard to think about anything other than Twilight's warm, moist vagina.

She pulled Twilight closer and slapped her on the rump. She then lined up the head of the smooth, transparent, purple dildo with Twilight's winking hole. Pushing slightly, she could literally feel every centimeter of Twilight as she slid in, making her gasp in pleasure.

"She must have enchanted it..." is what she would have thought if she actually had enough mental capacity for normal thought. Instead, she gripped tighter and hilted inside her love.

Moaning loudly, Twilight reached out for Fluttershy. Finding her hoof, she felt herself being pulled up and Fluttershy's fore-legs wrap around her back.

Opening her eyes, she saw Fluttershy looking at her with lust-filled eyes. "I love you, 'shy," she said and leaned in, pressing her lips together with 'shy's.

They mashed them together, each pony gaining and losing until Twilight pierced through Fluttershy's defences and pushed her tongue into her mouth.

She swirled it around, playing with her love's tongue as her moans gradually increased in volume.

The thrusting sped up, fueled by Fluttershy's unusually high stamina. Twilight bounced atop the dildo penatrating her and broke the kiss, deciding to wrap her fore-legs around Fluttershy's neck and lean her head on her shoulder.

"I'm close," she gasped, her breath hot and sweaty.

Fluttershy nodded and threw her everything into it and thrust faster and harder than before, bringing Twilight to the edge.

Twilight's grip tightened and she started shaking, her tail wrapping around Fluttershy's back. She released her juices over Fluttershy's legs and couch, dripping onto the floor.

Fluttershy kept sliding in and out, keeping Twilight at the edge and eventually coming herself. She gasped squeezed Twilight as she rode her orgasm out.

They fell back, Twilight landing ontop of Fluttershy. She smiled and stroked Fluttershy's chest, "Would you really tell the Princess?"

Chapter 4

"Of course not... Unless you want me to?" She grinned, making Twilight pale slightly. Giggling, Fluttershy nudged her mare-friend, "I won't, promise."

Letting out a sigh of relief, Twilight kissed Fluttershy. Pulling away, she laid her head down on 'shy's chest, "I wonder what she would say though..."

Fluttershy led out a laugh, "I'm sure somepony has sent her something like that before."

"No doubt."

Fluttershy rubbed her hind leg over Twilight's and asked, "How was Spike?"

Twilight's hoof paused for a split second and anypony would have just wrote it off, but Fluttershy isn't just anypony. She knew Twilight better than most ponies.

Fluttershy looked down and placed a hoof ontop of Twilight's. "Honey, what happened?" She asked, squeezing her hoof.

Twilight sighed, a strained look on her face. She swallowed and licked her lips, "I...I guess ItoldSpikeWe'retogether..."

Fluttershy blinked, then understood. "Oh," she coughed into a hoof, "What did he think about it?"

"He was surprisingly supportive. I hadn't noticed but he's grown up a lot." Twilight smiled, "He was very understanding and promised to not tell anypony."

Fluttershy let out a breath she didn't know she was holding and squeezed Twilight, "That's good."

"Mhm..." Twilight squeezed Fluttershy back and nuzzled into her side, enjoying the warmth. "I think it's time we go to bed."

"But it's so comfy here..." 'shy replied, pouting slightly and snuggling down.

Twilight sighed, "Fine. Just for a little bit okay?"

"Okay," Fluttershy giggled.

~~~

Rainbow Dash flew through the air, elated at the prospect of spending some time at the new bar that had just opened in town.

"Aww yeah, I can't believe that Roseluck gave me a spare ticket," she said, hoof-bumping the air. "I wonder what the club is like?" She asked herself, scratching her chin in thought. "I bet it's going to be awesome!"

She flew along, dodging low floating clouds until she arrived at the address that Roseluck had given her. Rainbow hit the ground with an ompf and shook herself off, making sure she hadn't hurt anymore of herself in the landing, especially her wings.

After she'd checked herself over, Rainbow trotted towards the front entrance and saw the small sign next to a rather standard door.

She checked the ticket and then to the street address on the wall. "This is the right place..." she mumbled, looking around.

Sure enough, various ponies knocked on the door and were let in after showing their tickets. Dash walked forwards and knocked with a hoof.

A few seconds later and a small slit in the door slid open and a pair of eyes glared out. "Ticket?" the pony asked.

Rainbow held up the ticket and the doorpony let out a grunt, opening the door for her. Not wanting to annoy the pony, Dash rushed in.

She walked through a small hallway bathed in a deep red. The walls were lined with band posters, pictures of some random scantily clad ponies and various other pictures that wouldn't be allowed in public.

Dash felt her cheeks light up as she walked past. She knew all about that sort of thing, but had a reputation to uphold and decided to not indulge in those sorts of distractions.

There was a haze of smoke which thickened as she neared the club proper. She could feel the pounding of the beat and the yelling of other ponies as she held up her hoof to open the door that laid in front of her.

It made her heart quicken, just like winning a race and it felt good, not as good, but still.

She pushed the door open and her ears fell flat on her head, the noise levels nearly deafening her. She could barely hear herself think let alone anything else.

She wandered in, the wubs almost distorting the air around her and making her stumble a couple of times but other helpful ponies were kind enough to help her about, but not without feeling her wings.

She grinned and ruffled them to show off her perfectly groomed feathers. The ponies smiled but soon enough went back to their dancing.

Dash frowned then shrugged, Maybe they ain't into wings that much, their loss. She looked about through the haze and ponies, quickly finding the bar and wound her way through the crowd.

Finding and empty seat to perch herself on, she looked about. This wasn't her normal sort of club, not at all. Despite the rumors, she was more of a "with friends" kind of pony. She'd like to hang out with friends rather than "adoring fans".

She held her hoof up and waited for thr bartender. A lime green unicorn with a brown mane walked over and shouted, "Can I help you!"

"Can I get a whisky and cuke?"

"Sure, two bits!"

Dash handed him the bits and he handed her a drink. She had been surprised at how fast he'd made it; like magic.

She chuckled at the corbiness and sipped her drink. Taking a long look about she saw a couple of things that peaked her interest that she had missed on the way in.

The first thing was the number of rainbow banners hung around on the walls. I know I'm amazing and everything, but I don't think this club was made for me...

The second was that the gender ratio was a still skewed, but less so than she saw in Ponyville normally. Normally the ratio would be eight mares for every two stallions. Here, it was more like six mares to four stallions.

She didn't mind it, though the lack of a stallion kind of peeved her off when she was in heat. But that aside, she noticed that there were a lot of same sex couples here, like Bon-Bon and lyra.

Dash frowned and thought for a moment, Hard to find entrance, Rainbow banners and gay couples freely dancing... This is a gay club... She face-hoofed and shook her head.

"No wonder Roseluck was so buddy-buddy. I'm the fool for thinking it was a normal club..." Dash turned to see two mares making out next to her and turned back to the bar. She rested her head in her hoof and took another sip of her drink.

"You make out with a mare once and everypony thinks you're gay..." she mumbles, remembering Pinkie's lips... "Dammit Pinkie, why are you so..."

Dash was knocked out of her thoughts by somepony nudging her shoulder. She looked over and saw a cream colored pony smiling at her, "Hi!"

Dash turned her swivel-chair to face the stranger and eyes her over. She had a light cream coat with cherry Red eyes and a pale and dark blue two-toned mane with a small flower behind her ear.

Her eyes were what caught Dash's attention. It was hard for her to look away to find her drink but she did and as she looked back, Dash replied, "Hi, I'm Rainbow Dash!"

"I'm Isabelle, pleasure." Isabelle took her own drink in hoof and got comfortable on her seat. She took a sip and swallowed, licking her lips before asking, "I'm guessing you're new to this scene?"

Dash scratched the back of her neck and chuckled, "That obvious?"

"Kinda," Isabelle giggled, "What are you doing at the bar? You're cute, you could dance with any mare here."

Rainbow's cheeks reddened, "I..."

Isabelle held a hoof up, "I get it, you're shy. We've all been there. If you want, we can go somewhere quieter, maybe Sugarcube Corner?" Isabelle looked about, "This ain't really my scene now anyway, too many drunk ponies this time of night."

Dash was conflicted, she'd just called her shy but there was something about this pony which made her simply not care about it. She thought for a second, this really wasn't her scene either and going someplace more comfortable would help. "Sure, I'd like that."

Isabelle grinned and removed herself off her chair and helped Dash from hers. Together they made their way through the crowed of ponies who were one shot away from alcohol poisoning and out of the exit.

They strolled through the empty streets of Ponyville, side by side. Dash sneakily stile glances at Isabelle when she thought she wouldnt notice. The upturned smile on Isabelle's face proved otherwise.

Soon enough, she turned to Dash and asked, "So, are you seeing anyone?"

Rainbow sputtered, her cheeks burning , "What kind of question is that?"

"A simple one. Yes or no?" Isabelle moved towards Rainbow, the same smile on her face as always.

Dash took a step back and felt her tail come into contact with a wall, "I... No, I'm not..." she squeaked. She didn't know why she was so embarrassed about that, she wasn't exactly known for dating, least of all out of her friends.

"Would you like to?" Isabelle asked, unwavering confidence in her voice. She stepped forwards again and watched as Dash bumped her rump onto the wall.

"Yes," Dash replied, stealing back some of her trademark confidence.

Isabelle leaned in close to Dash's ear and whispered, "Take me on a date."

Dash gulped and her heartbeat quickened as she felt Isabelle's warm breath on her neck. They locked eyes for a moment and Isabelle leaned forwards once again, locking lips with her.

Rainbow was once again reminded of Pinkie Pie. While she was more playful, Isabelle was full of passion, leaving Dash breathless.

Isabelle pulled back and slipped a note behind Rainbow's ear, "I look forward to our date." A quick peck on the cheek and she was gone, rushing off down the road like she was never there.

Rainbow reached up and pulled the note down and opened it. Inside were Isabelle's address and the time to pick her up.

Chapter 5

Dash stumbled back to her house, almost tripping over her own hooves as she neared her door. She pulled out her key and rammed it into the hole, turning quickly to open the door and rush inside.

The magic unlocked her door and she went inside, locking the cloud door behind her and slumping down against the wall. "Oh Dash, what have you done..." she whispered, holding a hoof to her head.

"What if somepony saw me, they'll tell everypony!" She shuddered, imagining what ponies would say about her once the information got around the town.

Her thoughts carried her back to the kiss with Isabelle and Dash found herself smiling dispite her worries. "Pinkie... Maybe Pinkie can help me."

Dash pushed off the floor and unlocked the door and rushed out, locking it behind her again. She blasted off of her cloud and down into the streets of Ponyville.

~~~

Pinkie's slumber was quite rudely interrupted by a harsh banging on her window. She groaned, rubbed her eyes and pulled herself out of bed.

Shuffling over to her window, she weakly tugged at her pajamas that were sliding off her body, stopped just infront of the window and pulled the blinds, jumping back when she saws Dash's face pushed up against the window.

"Dashie, what are you doing here?" She yawned, pulling the window open. "Not that it's a bad thing to see you, but it's quite late..." Pinkie sniffed, "You smell strange..."

Rainbow moved inside and planted her hooves on the hardwood floor. Soon enough she found herself fidgeting as she suddenly got nervous. "I went out... to a club."

"Ooo, which one?" Pinkie asked, her ears perking up and losing all sleepiness.

"Uh... 2140... It's the new one that has just opened."

"Yay, I knew you'd go when it opened!" Pinkie said, jumping around, confetti exploding from somewhere out of sight.

"Pinkie, please."

"Oops sorry. I'm guessing you didn't come here to tell me that." She tilted her head and floated down to the ground. "Sit with me," Pinkie said, patting the bed next to her.

Dash hesitantly joined her and sighed, "I... didn't know it was a... Anyway, I met somepony."

Pinkie's eyes widened and she squealed but settled down soon enough after a sad look from Dash.

"I'm confused, Pinkie..." Dash rested her head on Pinkie's shoulder, "I... shouldn't like mares. I should like stallions..."

"Dashie," Pinkie whispered, taking ahold of Dash's chin and moving it to face her. "You can like whoever you want."

"But what about other ponies, won't they talk?"

"You shouldn't let what other ponies think influence you, I don't." Pinkie giggled and nuzzled Dash, who's face reddened.

"Can I stay with you tonight, I... I don't know what to do..."

"Of course, come on." Pinkie snuggled back into bed and pulled away the covers. Her face reddened slightly and she patted the bed next to her, "Come in Dashie..."

Rainbow moved forwards and laid down next to her friend, "Good night..."

"Don't worry Dash, everything will work out."

~~~

Twilight awoke to the sound of running water and leaned up on the couch. She looked around to see the mess they had made last night cleaned up and a fresh blanket laid over herself.

Smiling, she removed herself and stretched, reliefing some of the pressure that had built up in her limbs.

She walked over to the stairs and listened carefully for the sound of water from upstairs. She grinned and quickly but silently made her way up the stairs, keeping the noise as low as possible.

Reaching the top, Twilight bit her lip and pushed open the door to the bathroom to see a soaked Fluttershy taking a shower, the water running down her body, making Twilight's eyes widen at the sight.

Twilight pushed the door further and walked inside. Fluttershy heard her enter and looked over, smiling as soon as she saw Twilight.

"Hi hun, good sleep?"

Twilight smiled back and trotted over to the shower, "It always is with you."

Fluttershy giggled, "Oh you, get in here."

Twilight placed her fore-legs onto the edge of the bath and jumped in. Fluttershy moved over and let Twilight brush up against her.

Twilight grinned and kissed Fluttershy under the chin, "You are so beautiful." Twilight's mane and coat were becoming slick with water and sticking to her body, extenuating her curvy features.

'shy's face reddened and she kissed Twilight back, "No, you are." She nuzzled Twilight and nudged her up against the wall, pushing her up onto her back legs. Fluttershy let out a hot breath and whispered, "I love you."

Twilight's eyes watered and she rubbed them, "I... love you too." she leaned forwards and pushed her lips to Fluttershy's with a passion unrivaled.

Fluttershy ground up against Twilight's body, their fur intertwining together, the shampoo turning into a thick lather and flowing down and over their bodies.

She moaned and leaned into the kiss, more passionately until she leaned back breathlessly, "Wow."

Twilight smiled, "Yeah..." she moved her mane out of her eyes and tilted her head, "I'm so lucky to have you, I don't tell you that enough."

"You tell me all the time," Fluttershy replied, rubbing some shampoo onto Twilight's stomach. "What will happen when ponies find out about us?" She asked, looking Twilight in the eyes. "I don't want anypony to be angry..."

"They can't hurt us, Fluttershy. I won't let them."

"But, Applejack says so many mean things, what if she finds out?"

"She'll have to go through me to hurt you." Twilight hugged her mare-friend and turned the water off. "I love her as well, but she'll have to accept us if she wants to stay friends."

"I'm sure there's another way. Why can't we talk with her?"

"And say what, 'Hello AJ, we're gay, accept us?", I doubt that will go over very well."

The two of them got out of the shower and Twilight levitated over a pair of towels and started to dry themselves off. Twilight sped this up by using a quick-dry spell.

Once all done, they walked out of the bathroom and into the bedroom. They jumped when they heard a cough coming from the doorway. They looked over and saw Rainbow standing there with a confused expression on her face.

"Uh, hey..." she said, waving a hoof.

Fluttershy froze and if not for Twilight's reassuring touch, she would have probably fainted. But as it turns out, she simply tried to hide herself behind Twilight.

"Rainbow, what are you doing here?!" Twilight almost shouted, but kept her cool. "haven't you learned to knock?"

"Sorry, I'm in kind of a confusing situation..." Dash's voice was wavering and she seemed hesitant. "Pinkie said to come over and ask you guys about a problem." she let the words hang in the air as Fluttershy peeked out upon hearing the word 'problem'.

"What's wrong?" 'shy asked.

"I... I think I like mares..." Rainbow whispered. To her it was an enormous weight lifted by simply saying those words, yet much more still remained and she doubted she could carry it all by herself.

Twilight raised her eyebrow and walked over to the bed. "I'm guessing you're not sure, oversize you wouldn't be talking to us." Dash nodded. "Well, I'll talk to Pinkie in a bit about this, but first. Why?"

"Why what?"

"Why do you think you like mares?"

"That's... I can't answer that." Dash turned away. "I met somepony last night... I'm taking her out this Friday..."

"Ok... Wow." This peaked Twilight's attention, "Where did you meet her?"

"The new club that opened, 2140." Rainbow smiled, "She's... forceful."

"Sounds like you got this sorted?" it was more of a statement than a question, but it caught Rainbow's attention all the same.

"What if somepony recognises me?" She gasped, "What if AJ sees me?"

"You know what," Twilight sighed, "You shouldn't care. You are Rainbow Dash, the best flier in Equestria. You can do anything." she got off the bed and walked over to Dash, "Remember, if somepony doesn't like it, it's their problem."

"I know it's probably not what you expected as advice and I don't know how Pinkie knew about us, but it's helped us so far." Twilight pulled Fluttershy into a hug and nuzzled her, "trust me, be yourself and there'll be a second date."

Dash looked down a pondered on what was told to her. On one hoof, she could take the cowards way out and simply not pick Isabelle up, but that would betray her own character and she would hate herself for it or she could go on the date, consequences be damned.

She nodded and pulled Twilight into a hug, "Thank you Twi. You're still an egg-head though."

Twilight pushed her off and giggled, "Hey!" She moved back and smiled, "Don't mention it."

"I better go, I have some things to do. Thank you again." Dash ran down the stairs and out of the cottage, closing the door behind her.

Chapter 6

Twilight fell backwards onto the bed, pulling Fluttershy who let out a gasp and squeal of delight. Letting out a small sigh, Twilight wrapped her forelegs around Fluttershy's waist, pulling her closer and feeling her grind.

"Mmm, You're frisky..." Fluttershy purred into Twilight's ear, followed by a nuzzle.

"How could I not be, having the most sexy Pegasus as a marefriend," She replied, nibbling Fluttershy's earlobe, reciving a forceful kiss on the neck.

"I'm not that sexy..." Fluttershy whispered, "compared to you..."

"Oh really?" Twilight said, moving her hooves down slowly. "Well, these are much better than mine!" Twilight gripped Fluttershy's rump and squeezed, eliciting a small moan.

Fluttershy caught her breath and felt her wings start to stiffen. She leaned on one leg and moved a hoof down Twilight's body. "I know of one thing that everyone is envious about..."

Fluttershy twisted Twilight's nipple and bitter lip as Twilight's eyes closed and groaned with pleasure. Leaning in, Fluttershy continued, "Rarity's quite jealous about them. Her's are... not as perky."

Twilight gasped and grinned herself against Fluttershy, looking for more. "Fluh...Flutters... Harder!"

Fluttershy obeyed and twisted harder, smiling as Twilight groaned once more and rammed her tongue into her marefriend mouth as she was taking a moan.

Twilight kept one hoof on Fluttershy's rump and moved one up to her wings, keeping it on the base. She moaned into Fluttershy's mouth as she battled the invading tongue and fought back, pushing her own tongue forwards.

Unfortunately they needed air and separated, their faces bright red and gasping for breath. "I love you so much..." Twilight said, running her hoof over the base of Fluttershy's wings, feeling them become fully erect.

"I-I Love you more!" Fluttershy moaned as she fought for breath.

Twilight couldn't help but smile as the mare she loved started to melt like putty in her hooves. She leaned in and whispered, "I want to try something different..."

If Fluttershy heard, she didn't answer. Twilight gripped her love firmly and slid up the bed, bringing her along.

Once fully in the middle of the bed, she flipped over and laid Fluttershy down on her back. Leaning in, she kissed her on the cheek and nuzzled firmly, "Just lay there, I'll make you scream..."

Twilight was determined to show her love how much she meant to her and knew exactly how she was going to do it.

Fluttershy opened her eyes and watched at Twilight travelled down her body, kissing as she went. First, her collarbone, then her chest and onto her stomach.

She took her time and peppered each spot with numerous love filled kisses.

"You," kiss, "are," kiss, "so," kiss, "sexy..."

Fluttershy squirmed under the onslaught of mind numbing sensations. Moaning, she reached down but was stopped by Twilight's magic.

Looking up, Twilight smiled and moves Fluttershy's legs out to the sides of the bed and "locked" them there. "This is all about you, not about me," she said, going back to worshipping her mare's body.

Fluttershy grunted and tried to move her legs, but go no avail. She was stuck. "P-Please..." she groaned; her stomach heaving.

"Nu-uh, I'm going to make you scream and there's nothing you can do about it."

Looking away, Fluttershy struggled with her bonds and found herself grow excited for what was about to happen. "Yay..." she quietly mumbled, eliciting a grin from Twilight who went right back to her kisses.

Twilight moved down Fluttershy's body some more, making it to her navel and kissing around it before sticking her tongue out and licking it out. She drew back with a smile and lit up her horn.

Fluttershy gasped as a soft caress passed over her wings, ticking her primaries. "More..." she panted, her body becoming sleek with sweat.

"Soon, my love, soon," Twilight purred, "I want you to beg for it before I make you cum."

'shy shivered and bit her lip as excitement washed over her and she squirmed some more, trying to get her aching pussy closer to Twilight's body in any way possible.

The magic washed over her wings again and she moaned a little louder. Her wings were practically hurting from how tense they were and Twilight could see them twitching door release.

A giggle was released from her lips and she moved up Fluttershy's body. "What do you want?" Twilight asked, starting into her eyes.

Fluttershy stuttered then finally replied, "Your tongue..."

Twilight raised an eyebrow, "Only my tongue?" She licked Fluttershy's face, "Where?"

"In m-my..." Fluttershy moaned again, louder, as Twilight ran a hoof over her wing, from base to tip.

"In your what??" Twilight asked, smirking as her marefriend's face turned an even deeper shade of red than she thought possible.

"In my... My pussy..."

"Very good..." Twilight whispered, kissing her. She pushed her tongue in and swirled it around, dominating every aspect.

She pulled back and pecked Fluttershy on the cheek. "I'll give you what you want, but you have to do something for me next time..."

Frustrated and on edge, Fluttershy nodded instantly. "Just make me cum already!" She shouted, annoyed at Twilight for making her wait.

Smirking, Twilight moved her body back down and travelled between her thighs. It was clear just how much her marefriend wanted to come as Twilight could practically feel the heat and it felt enough to burn.

She stuck her tongue out and ran it up and across the slit, making Fluttershy scream out just from a touch.

Twilight licked a few more times before she begun to suck at the lips, pulling them out and opening her up.

'shy lost her breath as she felt Twilight's cool breath flow across her boiling cunt like a block of ice and she bucked, ramming it into Twilight's face.

Twilight pushed back and stuck her tongue into Fluttershy's pussy, determined to make her wake all of Ponyville up. Her tongue moved inside, the moist walls trying and failing to grip the slippery appendage.

Fluttershy squirming intensified and Twilight lost control of her magic, letting her go. Instantly, her legs shot down and pushed Twilight deeper into her snatch, drowning her in mare juices.

"That's it, fuck me with your muzzle!" Fluttershy screamed, pleasure overcoming her. "Ram it in, more!"

Twilight was surprised by this, but carried on. Fluttershy had never said anything like this before and Twilight found it exciting, her own cunt dripping with excitement.

She moved her own hoof back and started rubbing her button, desperate for some attention. Making her mare come had the side-effect of getting her all riled up.

She moaned into Fluttershy, also making her moan and nudged her critoris with her nose.

'shy tensed up and ground her cuntagainst Twilight's face as her pleasure peaked and overflowed.

Her world danced with stars and moaned out as juices squirmed out onto Twilight's muzzle, drenching her and the sheets.

Twilight furiously mashed herself, trying to come. A few minutes and she was also moaning as the pleasure washed over her, making her tense up.

As it peaked off and the afterglow came over them, Twilight crawled up and laid down next to 'shy, wrapping her leg around her chest and nuzzling her cheek, licking her lovingly. "I hope I didn't disappoint..."

Fluttershy let out a breath and smiled, "You never do." She leaned in and the two shared a kiss.
~~~
Twilight's eyes opened slowly and she felt the warmth covering her. She blinked and she that she was now in bed and smiled, "Too good for me..."

Snuggling back down, she waited for the hoof-steps coming up the steps to enter and pulled the covers back.

Fluttershy entered the room and saw Twilight awake. "You're awake," she said, smiling.

"Yeah, I couldn't stay asleep without you." Twilight patted the area next to her and watched as Fluttershy climbed into bed and squirmed to get comfortable. "Here," she said, pulling her closer and wrapping her own legs around Fluttershy.

Fluttershy sighed and closed her eyes, leaning against Twilight, "You're too good for me..."

Twilight chuckled, kissed her on the head and closed her eyes.