Taking the shy out of Fluttershy

by Buttercup

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Romance, Rainbow Dash, Fluttershy, Sex
Length: 5467

Rainbow Dash has had a crush on Fluttershy for awhile, but Fluttershy is too shy to talk about relationships so Rainbow decides to take matters into her own hooves.

Rainbow Dash has had a crush on Fluttershy for awhile, but Fluttershy is too shy to talk about relationships so Rainbow decides to take matters into her own hooves. Rainbow has something in mind to do to Fluttershy that might open her up, how she will react is the question.

Fetishes: Lesbian, Outdoor/Public Sex

Published 2014-08-24 03:10:02 UTC
Last updated 2014-08-25 22:32:52 UTC

Ch. 1: Breaking the ice

Rainbow Dash had a crush on Fluttershy for some time now, but Fluttershy is so shy that she would immediately back out of any conversation regarding relationships. Rainbow Dash was getting sick and tired of her shyness, so she decided to try something drastic to open up Fluttershy. Rainbow knew what she had to do, but the question is what will Fluttershy’s reaction be? With that in mind, Rainbow decided to make her way to Fluttershy’s place.

Rainbow Dash got up from the cloud she had was laying on, and hopped off and started to fly towards Fluttershy's house. While she flew, her mind filled with the different reactions Fluttershy might have to what she planned to do. Once there, Rainbow landed in front of Fluttershy's door and lifted a hoof to knock on it casually. After a few moments of silence, the door finally opened, and Fluttershy peered out to see Rainbow Dash.

"Oh, hi Rainbow Dash, what are you doing here?" asked Fluttershy curiously in her usual soft toned voice.

Rainbow cleared her throat: "Well Fluttershy, you see I wanted to talk to you about something," said Rainbow being careful not to make Fluttershy suspicious.

Fluttershy blushed and spoke up nervously: "I...I hope you don't mean you want to talk about -that- again, do you...?" she asked before she retreated somewhat back into her cottage.

"No, that's not what I came to talk to you about today. In fact, I came to show you something outside," said Rainbow who turned to hide the blush that appeared on her face just at the thought about what she was going to do to Fluttershy.

Fluttershy felt much more relaxed and relieved now. "Oh, well what is it Rainbow Dash?" she asked, curious again.

Rainbow motioned with a hoof for Fluttershy to follow her "Just, come on, you'll see when we get there," said Rainbow, who trotted around to the side of Fluttershy's tree house.

"Well, ok Rainbow, but what's so important about the side of my house?" she asked, and followed Rainbow regardless. Once the two of them got out of view of the path to Fluttershy's house Rainbow checked around to make sure nopony could see them. Fluttershy looked at Rainbow, confused: "Um...Rainbow Dash?" she asked again, and shifted her hooves uneasily.

Rainbow turned to face Fluttershy, her face now red: "Fluttershy...I..." said Rainbow briefly before she moved herself closer to Fluttershy. Fluttershy backed up nervously, and bumped against her tree house with nowhere to go which made her blush. Rainbow practically jumped at Fluttershy, who closes her eyes in surprise, only to feel her lips being kissed. It was Rainbow Dash, who pinned Fluttershy against the tree with her front hooves. Rainbow had her eyes closed, face still red as she forcefully kissed Fluttershy.

Fluttershy squirmed in an attempt to free herself, but it was no use to struggle against Rainbow who pinned her against the tree house. Fluttershy soon found Rainbow's tongue had invaded her mouth, which made her wings extend out in surprise. Fluttershy soon began to melt into the kiss, and closed her own eyes now; both of their faces blushed as their tongues began to dance together in Fluttershy's mouth. Rainbow eventually broke the kiss leaving a trail of saliva that connected their lips, which left Fluttershy to try to catch her breath from it. Rainbow moved down slightly and began to kiss at Fluttershy's neck, who craned it welcoming Dash's attention.

Both ponies were excited, and it was quite obvious from their combined pussies that glistened. Rainbow could tell Fluttershy enjoyed herself already even though she hadn't gotten to the good part yet. She continued to tease Fluttershy and moved further down her yellow body to place kisses over her chest, then down her belly. Fluttershy's blush grew brighter as she realized what Rainbow as about to do.

"R...Rainbow Dash...somepony might see us like this..." Warned Fluttershy nervously.

"Good..." replied Rainbow, who knelt down now, and spread Fluttershy's legs apart and got an eyeful of her shimmering winking marehood. Rainbow licked her lips while she looked at it and slowly leaned in towards it. She was inches away from touching Fluttershy’s pink folds. Then Rainbow hooked her hooves around Fluttershy's legs, and used them to spread Fluttershy's pussy open slowly. Fluttershy's face couldn't possibly be a brighter red than it was then, who saw Rainbow's muzzle so close to her privates.

Rainbow let out a hot breath of air over Fluttershy's spread folds, which made her quiver in anticipation of what was to come. Rainbow looks up to Fluttershy before finally pressed her lips against Fluttershy's pussy. She kisses her pussy over and over, and tasted the sweet nectar that now drooled from that cunt. Fluttershy gasped at the sensations from Rainbow's attention to her pussy, which made her extended wings flutter excitedly. Rainbow made out with her pussy like she had kissed Fluttershy again, only this time it felt so much better for them both.

Fluttershy had hardly realized she wasn't pinned to the tree now, moans escaped her lips in response to Rainbow's attention. Her hooves now instinctively wandered to Rainbow's head and held onto it. The combination of fear and excitement was drove Fluttershy wild, loving what Rainbow was doing to her. As Fluttershy's emotions built up she found that when she pushed Rainbow's muzzle against her pussy it made the feeling more intense, so she gave Rainbow's head a firm push with both hooves. Rainbow looked up with surprise as she felt Fluttershy encouraged her to do more, so she stuck out her tongue and began to eat her pussy out.

Fluttershy responds quickly, her wings fluttered faster and her breathing got faster, moans escaping her lips. "Dashie...don't stop...!" said Fluttershy breathlessly. Rainbow giggled softly and closes her eyes while she licks out Fluttershy's pussy, her tongue attacked every inch of it. Then, Rainbow's tongue began to focus on Fluttershy's clit, which made her squeal out in pleasure. Fluttershy felt like she was going to be sick; she didn't know what built up inside her only that it was incredible.

Rainbow felt Fluttershy squirm under her clit attacks, so Rainbow places her lips around Fluttershy's clit and sucked it; -hard-. Fluttershy couldn't hold in what came next; her body began to convulse, and she screams with pleasure. Then Fluttershy came again, and again, and again, the virgin mare never having orgasmed before. Rainbow Dash kept her eyes shut and simply opens her mouth, Fluttershy squirt her pussy juice out; which made Dash's face and muzzle a mess. When her orgasm ends, Fluttershy slid down the tree until she sat on the ground, face red as she pants for air.

"Wow Fluttershy, was that your first time cumming?" ased Rainbow with a gentle giggle, and took her hoof to wipe Fluttershy's juice off herself only to lick it clean afterwards.

Fluttershy nodded sheepishly, her face red as ever. "Y...yes it was...I'm so sorry I made such a mess Rainbow," said Fluttershy shyly, who could barely keep eye contact with Rainbow.

"Hehe...don't worry about it Fluttershy, this is what I wanted to show you," said Rainbow with a smile.

Fluttershy hid somewhat behind her hooves, but then her eyes began to wander, and that's when she saw that Rainbow's pussy drooled all over the grass. Fluttershy gulps and leans in towards Rainbow Dash who starts to blush again. "I want to show you something too Rainbow..." said Fluttershy softly. Rainbow nodded eagerly and leans back on the grass, and spread her legs apart to show Fluttershy her gleaming cunt. Fluttershy moves closer to Rainbow, and gently pushes her back fully onto the grass.

Rainbow looked up somewhat confused at Fluttershy, who moves herself over on top of Rainbow. Then Fluttershy positioned herself so that her hind legs were slid between Rainbow's, and allowed Fluttershy to move herself down and press her cunt against Rainbow's.
"I...I um...saw this position in a magazine..." said Fluttershy who blushed brightly. Rainbow giggled and bit her lip anxiously to see just how Fluttershy plans to do this. Fluttershy adjusts herself some and held onto Rainbow's right leg starting to rub their pussies together. Fluttershy and Rainbow both moaned out together as they rubbed against each other. Rainbow sat herself up some to reach out a hoof to Fluttershy, who leaned herself forward and to be embraced by Rainbow.

Their lips hovered inches away from each other as the two breathe heatedly. Finally, Fluttershy pressed her lips against Rainbow's, and kissed her passionately. Rainbow was taken aback with surprise briefly before she returned Fluttershy's kiss, and happily pressed both sets of their lips together. Fluttershy's tongue pokes shyly past Rainbow's lips to search for her tongue, Rainbow gladly slid her tongue forward to meet with hers. The two ponies tongues danced once again in their passionate kiss, both of them couldn't help but extend out their wings in excitement.

Fluttershy held tightly onto Rainbow's leg, and grinded her cunt against her own which made Rainbow quiver. Rainbow pushes back against Fluttershy eagerly, their combined wet cunts grinded messily into each other. Fluttershy's wings fluttered again, she broke the kiss, and pulled back some to take quick heated breaths. Rainbow was surprised how eager Fluttershy seems when she was horny, but she certainly wasn't going to complain as long as it got her laid. Fluttershy steadily sped up her movements, Rainbow followed suit with her, their hips gyrated together.

Rainbow moans out in enjoyment with her building pleasure. That is until Fluttershy stops suddenly, and left Rainbow confused and slightly frustrated. Fluttershy gets up and turns herself around to sit her flank down on Rainbow's face, and placed her wet cunt right onto her muzzle. To encourage Rainbow, Fluttershy began to rub quickly over Rainbow's pussy with her hoof. Rainbow didn't need much encouragement to eat out Fluttershy again.

Fluttershy moaned out with pleasure as she kept her movement against Rainbow's tongue. "Oh yes...eat me Rainbow!" said Fluttershy excitedly. Rainbow moves her hooves, and held onto Fluttershy's waist, then buried her muzzle as much as she could against Fluttershy's cunt. Rainbow pushed her pussy against Fluttershy's hoof, who sped up to help get Rainbow closer to orgasm. Fluttershy's wings flapped hard as she got closer to climax again, and lifted the two of them to hover a short distance off the ground.

Fluttershy held onto Rainbow and vice versa, she buried her face into Rainbow's pussy and ate her out hungrily. Fluttershy's darted tongue and combined sloppy kisses made Rainbow squeal out. It didn't take much longer for Rainbow to climax, and she came hard, and splattered her juices all over Fluttershy's face. Fluttershy squeaks and then squeals herself when she came, who squirted out her own juices onto Rainbow's face. The process of climax caused Fluttershy's wings lockup, the two of them landed with a gentle thud back down onto the grass.

Both pegasi panted in heated exhaustion; Rainbow lay splayed underneath Fluttershy, who was on top of her.

"Wow Fluttershy...you sure get eager when you're worked up..." said Rainbow between breaths.

"Oh...sorry Rainbow..." said Fluttershy who blushed again as she laid on Rainbow.

"Hehe don't be...I really enjoyed doing this with you..." said Rainbow happily.

"You did...?" asked Fluttershy curiously, then peered back at Rainbow, and finally turned herself around to face her.

"Yeah...it was totally awesome..." Rainbow replied with a smile.

Fluttershy blushes again with a smile: "C...can we do this again sometime...maybe?" asked Fluttershy sheepishly.

Rainbow giggled and leaned in to give Fluttershy a quick kiss. "Of course we can Fluttershy...I can show you -all- sorts of fun stuff," said Rainbow with a wink.

Fluttershy bit her lip and blushed, but smiled again. "I'd like that...Rainbow," replied Fluttershy, then laid herself down on top of Rainbow.

"Hehe, me too," said Rainbow, who smiled and hugged Fluttershy gently against her with her hooves. Fluttershy smiled back before she closed her eyes, tired from her sexual exploit. Rainbow giggled some before she laid her head down on the grass and closed her own eyes. The two ponies steadily fell asleep together with nothing but the gentle sound of the wind that blew through the tree above them, and the shade from it to help them sleep.

Ch. 2: The hot date

Rainbow Dash stirred some, slowly waking up to Fluttershy nuzzling her.

"D...did you have a good nap Rainbow?" asks Fluttershy blushing slightly with a smile.

"Yeah hehe, I slept very good," replies Rainbow, smiling and nuzzling Fluttershy back.

"Oh well, that's good...I was um wondering...if you might want to um..." said Fluttershy who was clearly fumbling over herself, rubbing her front hooves together and blushing.

Rainbow giggles softly: "Are you asking me out Fluttershy?" she asks smiling again and blushing somewhat.

Fluttershy bites her lower lip and nods sheepishly hiding her blushing face behind her hair. "Y...yes, I mean um...if you're ok with that..." replies Fluttershy softly.

"Hehe, of course I am Fluttershy. Did you have some place in mind?" asks Rainbow, leaning in to give Fluttershy a kiss on the cheek.

"There is a new restaurant that opened up...It's called Le Petit Cheval Lesbienne," said Fluttershy.

"Sounds like something Rarity would say, so it must be fancy," replies Rainbow with a giggle.

"Oh yes, Rarity told me about it...so I'm going to wear a dress, and you should too...if you want to," said Fluttershy shyly.

"Well, I might wear one, but only so I can take it off and enjoy you after our date," replies Rainbow giving a wink to Fluttershy.

Fluttershy blushes brightly: "O...okay Rainbow, we should probably get cleaned up since we smell um...dirty..." said Fluttershy sheepishly.

Rainbow smiles at the thought of taking a bath with Fluttershy, only for the two of them to have more fun. "I would offer to join you, but I think we should save that for later. Besides, I want to enjoy being on a date with you," said Rainbow.

That only made Fluttershy's face redder than it was: "T...that sounds like fun...I think we should go get dressed before we end up...um, doing it again..." replies Fluttershy.

Rainbow giggles and nods in agreement: "Yeah, you're probably right Fluttershy. I'm going to go fly off back to my house and find one of those dresses Rarity made for me," said Rainbow.

"Okay...I'm going to do the same, the restaurant is not far from Rarity's carousel...I'll meet you there," said Fluttershy softly, smiling at Rainbow with a blush still on her face.

Rainbow smiles and moves up to kiss Fluttershy's lips making her legs tremble some before Rainbow backs away and takes off. "See you there!" said Rainbow, waving a hoof and flying off towards her cloud home. Fluttershy waves a hoof watching her fly off, then makes her way back around her house to enter inside of it.

"Oh Angel, I can't believe what just happened out there...now I have a date with Rainbow Dash, I'm so excited!" said Fluttershy, happily fluttering her wings. "I wonder what dress I should wear? Something nice, but not too fancy," she said to herself, trotting over to her closet and picking out a dress from it. She takes the dress over to her mirror, putting it up in front of herself and posing some with a smile. "Oh yes, I think this will do nicely," she said. Fluttershy setting the dress off to the side and proceeds to head to her bathroom to get herself clean.

Meanwhile, Rainbow was already taking a shower, it was easy since she lived in a cloud and could just use rain water and some soap to clean herself. Rainbow was washing off the mare juices and sweat from her body, lathering up a brush with soap and strapped it onto her hoof. She reaches around with it and scrubs all over her body making sure to clean every part of her, especially her underside and privates. Then, Rainbow carefully grabs a bottle of shampoo with one hoof and squirts some of it onto her other hoof, taking the sweet smelling liquid and scrubbing it into her mane and tail. Once she's lathered up fully, she pokes the cloud to start raining again and washes the soap and shampoo off of her.

Fluttershy on the other hoof takes a bath, setting herself slowly in hot soapy water, and folding her wings up to get wet. She reaches a hoof to scrub the soapy hot water over her body, being gentle on her more sensitive spots. Then, grabs a container of shampoo with a flower on it putting some on her mane and tail to scrub it in thoroughly. Once she satisfied that she's good and soaped up, she dunks herself in the water and washes the soap and shampoo off herself. After she washes the soap off her, she carefully steps out of the bath and puts a towel around herself and one around her mane to dry off.

When Rainbow finally dries herself off with a single towel, she then makes her way to her closet looking through it for a nice dress to wear. She smiles spotting an awesome looking dress Rarity specially made for her for a romantic date. She grabs the dress, some hoof slippers and a matching ribbon and earrings. Fluttershy at her own house puts on her dress and hoof slippers, carefully putting butterfly earrings on her ears. Once she's dressed, Fluttershy goes back to her mirror and checks herself over, Fluttershy smiles and fixes her mane some before she's satisfied with the way she looks.

Fluttershy then makes her way out of her house with a smile and gentle blush on her face. Starting to trot along the path from her house and making her way towards the restaurant. Rainbow finally finishes getting herself dressed making sure her earrings and hoof slippers are on securely, then gently setting the rainbow ribbon on her head with a smile. Once she's ready Rainbow rushes to leave her cloud house, flying off to go meet Fluttershy at the restaurant. Having just gotten to the restaurant Fluttershy looks around for Rainbow Dash, not seeing her there yet, so she waits patiently for Rainbow to show up.

Rainbow flew as quickly as she could without messing up her dress, once she spots the restaurant she sees Fluttershy as well waiting for her. Rainbow lands gently near Fluttershy and smiles: "Hey I'm here, you look awesome Fluttershy," said Rainbow, admiring Fluttershy in her green dress with with butterfly shapes on it, matching hoof slippers and pink butterfly clasp and earrings.

"Oh, thank you Rainbow...you look very pretty too," said Fluttershy who was looking at Rainbow in her rainbow dress with a pink lightning bolt clasp and matching earrings, a rainbow ribbon resting on her mane and silver hoof slippers completing her outfit. Seeing Rainbow all dressed up made Fluttershy blush and shift nervously.

Rainbow giggled some, seeing Fluttershy blush always made her look so cute. "So, are you ready to eat? I'm hoping they have some good food here," said Rainbow with a smile.

"Oh, yes...let's go get a table," replies Fluttershy, turning to trot into the restaurant with Rainbow following her. Once inside Fluttershy looks around and freezes in place, unable to move. Rainbow can't see what's going on, so she gently nudges past Fluttershy to see what's happening.

"Fluttershy why did you stop..." said Rainbow before she was cut off by the scene as well, her jaw dropping. Mare couples were at different tables and booths, making out, eating each other out or doing other sexual acts in public. "Wow hehe...no wonder Rarity recommended this place," said Rainbow noting Rarity was at a table with three other mares. "Speaking of Rarity, she's right over there," she said turning the brightly blushing Fluttershy to look.

"W...what are they doing...?" asked Fluttershy stammering as she spoke, her legs trembling some while watching.

Rainbow took a look at each of the mares, one chocolate brown and the two other light brown ones who had Rarity sandwiched between them. "Making a hot s'more sandwich, " said Rainbow with a giggle. "Come on, let's go find an empty table," she said, having to grab Fluttershy's hoof to lead her through the restaurant. The restaurant itself looked quite fancy, the booths, tables and chairs carved out of mahogany, candles on each table gave a dimly lit glow to the restaurant and the smell of food cooking in the kitchen barely covered the smell of sex and lust. The two finally found an empty table to sit at with a cloth covering it, waiting patiently for somepony to serve them.

A waitress pony finally came to their table to give them menus: "Bonjour madames, welcome to Le Petit Cheval Lesbienne. May I get you two something to drink?" asks the mare.

Fluttershy takes a look over the menu before ordering: "I'll um...have the jus de fleur please..." she said softly.

Rainbow looked at the menu confused somewhat, trying to find something she could pronounce. "I'll uh, have the nectar jument," she said with a smile.

The waitress giggles softly, smiling as she wrote down the drink orders. "Magnifique choices madames! I shall return shortly with your drinks to take your orders. Profiter de votre séjour!" said the waitress as she left to go to the kitchen.

"I wonder what we ordered," said Rainbow with a giggle.

Fluttershy giggles some herself, still rather uneasy with all the mares moaning and enjoying each other around her, the scene making her horny. "Um...yeah, me too Rainbow..." she said, her eyes wandering over to the booth across from theirs, the two mares eating each other out paying no attention to Fluttershy watching them. Rainbow looks curiously at Fluttershy, wondering what she's staring at before taking a peek over at the booth and snickers. Then, Rainbow decides to get mischievous and quietly disappears under the table cloth. She quietly sneaks over to Fluttershy spotting her slowly rubbing her wet pussy with a hoof while she was watching the other mares.

Rainbow scoots herself up and immediately presses her muzzle against Fluttershy's pussy starting to eat her out under the table. Fluttershy jerks up suddenly and bumps against the table, feeling the tongue suddenly licking out her pussy and letting out quiet moans. Her hoof moving to Rainbow's head now and rubbing her mane, the maid soon coming back to the table with the two drinks.

"Here you are!" said the waitress setting one drink down in front of Fluttershy and the other where Rainbow was sitting. "Would you like to order now or is your rainbow friend already eating?" she asks with a giggle spotting Rainbow's tail peeking out from under the tablecloth.

Fluttershy blushed furiously and fumbles to speak briefly: "I um...that is...well...some laitue de cheval would be nice please..." she said quietly hiding her bright red face behind her hair, biting her lip to keep from moaning.

The waitress smiles writing on her notepad: "Two orders of laitue de cheval coming up. Enjoy your apéritif, cheval arc-en-," said the waitress with a giggle trotting off back to the kitchen. Fluttershy breathes out a sigh of relief before relaxing back against the booth. She slides her other hoof under the tablecloth to Rainbow's head pulling her against her pussy while she continues to lick. Fluttershy closing her eyes and blushing while Rainbow licks at her privates in public, but loving the exciting feeling of it.

Rainbow continues to eagerly lick at Fluttershy's moist pussy, steadily getting wetter from her attention. Fluttershy quivers making the table shake, her hooves trembling as they hold Rainbow's head. Fluttershy's wings start to flutter slowly with her building pleasure, though she tries not to in public. Rainbow giggles softly feeling Fluttershy's pussy quivering with her licking, stopping briefly to rub at her folds with a hoof. Fluttershy was relieved once Rainbow stops attacking her pussy with that tongue. allowing her to catch her breath.

The waitress comes back with two bowls of salad setting them on the table and snickering quietly. "Here is your food madames, please enjoy yourselves and your meal too," she said with a wink giggling softly and leaving the two alone.

"Rainbow...our food is here," said Fluttershy softly.

"Give it here under the table," replies Rainbow.

"Oh, ok..." said Fluttershy, carefully picking up one of the bowls of salad with her front hooves to give it to Rainbow under the table. Rainbow grasped the bowl carefully noting a nicely sized carrot in it and got a mischievous idea. She took the carrot out of the bowl and prods it at Fluttershy's pussy teasingly. Fluttershy perking up again feeling something poking her folds now. Rainbow slowly pushes it inside ever so gently, sliding the carrot into Fluttershy, making her squirm again.

"This is going to hurt a bit Fluttershy," said Rainbow gently pushing the carrot deeper past her hymen. Fluttershy tightens up and squeaks at the feeling of the carrot pushing deeper into her.

"Rainbow...be careful..." warns Fluttershy softly.

"Just relax Fluttershy, I know what I'm doing," replies Rainbow, slowing moving the carrot in and out of her pussy. Rainbow makes sure the carrot gets nicely coated with Fluttershy's mare juices before proceeding to push it a little deeper each time. Soon Rainbow begins to thrust with the carrot into Fluttershy's pussy at a steady pace, making Fluttershy moan out cutely. Fluttershy placing her hooves on the table and starting to tremble again, this time shaking harder than before. Rainbow giggles some hearing the table shaking and seeing Fluttershy's pussy quivering around the carrot invading it.

It doesn't take much longer for Fluttershy to climax, squirting around the carrot and splashing Rainbow's face with her juices. Rainbow closes her eyes in surprise as the squirts of mare fluid coat her face and muzzle with the sticky sweet liquid. Rainbow slowly slides the carrot out of Fluttershy's pussy, once she pulls it out Rainbow climbs up onto the booth next to the heavily breathing Fluttershy. She giggles softly holding up the messy carrot to Fluttershy's lips, who takes a peek at Rainbow and blushes, opening her mouth for the carrot. Rainbow slowly slides the carrot into Fluttershy's mouth, then moves herself forward to take the other half of the carrot into her own mouth.

Rainbow pulls the two of them into a kiss with the carrot, each biting it in half before pulling back and chewing it up. Fluttershy blushes deep red tasting her own mare juices on the carrot but happily enjoys it with Rainbow. The waitress pony comes back for a final time with a cheque, leaving it on the table.

"Here is you cheque madames, thank you for visiting Le Petit Cheval Lesbienne. Please come again!" said the waitress giving the two a smile before trotting off back to her duties. Rainbow giggles some having totally forgotten about their dinner.

"Hehe guess we got a little carried away huh Fluttershy?" said Rainbow with a smile, reaching over to tug the bowl of salad and the drink she ordered in front of her.

"Um...y...yes, we did Rainbow. I was getting hungry...but I didn't want you to stop either," replies Fluttershy blushing before leaning over to start munching on the greens that were in her bowl of salad.

"Yeah, me too Fluttershy," replies Rainbow scooting herself next to Fluttershy, who leaned herself gently again Rainbow while the two ate and enjoyed their drinks together. Once finished, Rainbow left some bits on the table for payment and gently nudged Fluttershy for the two of them to leave. "I think it's time we took this date somewhere, private, don't you think?" said Rainbow winking at Fluttershy playfully.

Fluttershy blushes brightly before responding: "Um...sure Rainbow, we can go back to my house...I mean, if you want to..." she replies sheepishly.

Rainbow giggles at her: "Of course, who else is going to take that dress off you?" she whispers into Fluttershy's ear. Fluttershy's face was turning deeper red and simply nods at Rainbow, and grabs onto her hoof. Rainbow smiles and nuzzles Fluttershy's cheek: "You know I love you, right Fluttershy?" said Rainbow.

"I...I love you too...Rainbow Dash," replies Fluttershy shyly her face still deep red, moving herself closer next to Rainbow. The two ponies trotting hoof in hoof together back towards Fluttershy's cottage.

Ch. 3: Bedroom fun

Fluttershy and Rainbow Dash trot together making their way to Fluttershy's cottage. Once there Fluttershy opens up the door for the two of them blushing as she does. Rainbow smiles at her and makes her way into the cottage, Fluttershy following close behind her.

"I've um...never done something serious like this Rainbow..." said Fluttershy softly.

"Hehe don't worry about it Fluttershy. You trust me, don't you?" asks Rainbow, smiling at her. Fluttershy blushes and nods in response: "Good, now let's go get comfy in your bed," said Rainbow with a giggle of excitement.

"O...okay," replies Fluttershy trotting towards her bedroom with Rainbow behind her. Once the two get there Fluttershy turns around to face Rainbow nervously. Rainbow smiles at her moving closer to her and reaches a hoof up to unclasp Fluttershy’s dress. Fluttershy swallows feeling her dress falling off then watches Rainbow unclasp her own dress. Rainbow leans in towards Fluttershy and kisses her lips, gently leaning the two of them over until they both fall together onto Fluttershy's bed.

Fluttershy flutters her wings excitedly in her embrace with Rainbow, her hooves holding on to her. The two ponies pressing chests and bellies together keeping close to each other. Rainbow breaks off from the kiss: "Fluttershy, I brought something of mine I want to use with you," said Rainbow, sliding off the bed and going to where her dress laid on the floor and looking through it.

"What is it Rainbow?" asks Fluttershy curious, watching Rainbow rustling the dress around the floor. Fluttershy's face blushing brightly once she sees what Rainbow pulls out, it was a two-sided dildo. Rainbow giggles seeing Fluttershy's reaction before moving herself back on top of her. She smiles sliding one end of the two-sided dildo into her pussy, then pushing the other side into Fluttershy's pussy. Both of them moaning as the flexible toy slide inside of the mares, Rainbow hugging the one side of it and starting to slide it between them.

Fluttershy moans in pleasure and blushes looking at Rainbow while the two of them share the toy. She gently pulls Rainbow back down into another passionate kiss, her hind legs spreading further apart to welcome more of the toy into her. Rainbow happily kisses Fluttershy's lips and gently pushes more of the dildo into them both, causing shared moans of pleasure to escape their pressed lips. Fluttershy decides to take charge by rolling Rainbow over and positioning herself on top, fluttering her wings while she bounces on the dildo penetrating her.

Rainbow giggles quietly pulling back from their kiss letting the two of them breathe heavily together. Fluttershy hugs around the toy inside of her, gyrating her hips around with it thrusting into her. Rainbow follows her movements helping it to wiggle between the two of them, only adding to their combined pleasure. With their pleasure rising, the two mares got closer to climaxing, only making them want to grind with each other faster. Rainbow holds tight on to Fluttershy's wings, so she doesn't end up lifting them off the bed.

Fluttershy's wings moved uncontrollably still as she got closer, moaning out louder. Finally, she started cumming, the waves of pleasure washing over her as her pussy spasmed and squirted out her mare juices. Rainbow closes her eyes and moans out with Fluttershy, both climaxing over the toy, their combined juices coating the toy together. Once their orgasms end, Fluttershy flops down on top of Rainbow panting to catch her breath and gently hugging Rainbow under her. Rainbow smiles panting from her climax and reaching a hoof down carefully to slide the messy toy out letting it plop down onto the floor.

Fluttershy blushes and gently shivers as the toy exits her pussy, leaving her to rest down on top of Rainbow gently. Rainbow smiles at Fluttershy and kisses her cheek, turning slightly to lay her down on the bed next to herself. Fluttershy scoots as close as she can get to Rainbow Dash and smiles, her face red, putting one front hoof and one hind hoof on Rainbow to hug close to her. She nestles in to Rainbow and closes her eyes, nuzzling her head under Rainbow's chin. Rainbow smiles at that and closes her eyes, letting herself and Fluttershy sleep together in her bed finally, as a couple.