Lust, Control, and Denial Play

by DCLzexon

Rating: mature
Tags: Fluttershy, Slice of Life, Sex, Anthro, My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Romance
Length: 17228

Rainbow Dash wants Fluttershy more than anything, so why is she trying so hard to ignore the mare? Specially when she wants to fuck her so bad? Why does Fluttershy have to be so damn sexy?

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Rainbow Dash and Fluttershy. After all the years they've spent together, it just seems to make sense, and yet it still hasn't happened. Rainbow Dash has her reasons of course, reasons that she's not proud of, but it's best if it just doesn't happen. Fluttershy isn't even into Rainbow. She'll be fine if they keep their relationship as just friends. At least that's what she keeps telling herself. At the rate things are going, she might just lose control and change that.

What happens when denying yourself what you want only makes you want it more? Rainbow isn't sure how much longer she can go without deflowering her innocent best friend.

Prequel/side story to Angry, Passionate, Hate Sex, focused on Fluttershy and Rainbowdash before the events of the first one, but after the end of season 4.
Clop with plot, and a rather weird one at that. If you don't like waiting for your smut, you might need to skip this one.
Takes place in a alternate universe where the mane 6 follow the events of the cannon in a university, instead of Ponyville.

Fetish Tag Warning

Contains F/F, BDSM over tones, pet play, exhibitionism, orgasm denial, and a attempt at a plot. You have ben warned

Editor: Monk Preston
proof reader: Starlorb
cover Art by Cyan Capsule

Minor Spoiler: Not your average Fluttershy x Rainbow relationship in bed, thats all i will say.

Published 2014-09-02 03:10:03 UTC
Last updated 2014-09-02 03:10:03 UTC

Denying it only makes you want it more.

Earth ponies weren't meant to fly.

After taking a multitude of punches across the face, and a rather maliciously aimed kick or two, flying through the air to embrace the cold, hard ground was quite the mercy. Haymaker took morbid curiosity in his destiny-defying flight, as he watched the ground rush closer. If he was fortunate, he would be knocked out as soon as he landed.

Haymaker was not a fortunate pony .

"Ooooow,” he groaned, screaming in agony having become a rather futile gesture some minutes earlier.

"I’m sorry, I’m sorry!" a yellow pegasus frantically apologized.

"Don’t say sorry to that creep! He's lucky this is all I’m doing to him!" Growled the source of the boxer’s pain.

Haymaker blamed himself for his predicament. The signs were all there; a beautiful, sexy, vixen of a mare, being followed around by a rather butch, rainbow-haired athlete who had been friends with the beautiful mare since they were young, or so he’s been told. Honestly the writing was on the wall in neon lights.

“But don’t you think you were a bit harsh on him?”

“For what he said, I should have kicked him an extra four times.”

In my defense, he thought, the yellow pegasus does have nice boobs.

“He only said I have nice boobs…” The demure mare hid behind her hair and played with her fingers. “...I think I have nice boobs…”

“Yeah, but you didn't see where his hands were trailing off to.”

Haymaker never claimed to be a virtuous pony. How could anyone blame him for wanting to cop a slight feel when a mare that beautiful was standing right in front of him? Fluttershy was the legendary, untouchable gem of Celestia’s University for Gifted Ponies after all. How could any stallion resist such temptations?

Because Rainbow Dash was the vicious attack dog guarding said gem was how. A fact he promptly remembered as soon as the first knee had found his once functioning stallionhood.

“It’s bad enough you talk like a perv around Fluttershy, of all ponies. But you then have the balls to try and grope her? I wish there weren't so many good reasons I can't spend the rest of the afternoon pounding you a new one!”

“Please, Rainbow, it’s not that big of a deal, really.” Fluttershy took hold of her friend’s hand, and the anger radiating off the multi-hued pegasus seemed to fade away.

“You're too nice, Shy.” Dash quickly freed her hand and shoved it in her pocket. “Touch her again, and next time you go flying off a cloud!”

Haymaker, beyond the point of fear, simply grunted in confirmation, uneager to receive any more pain than he had today.

Dash trotted away, with the beautiful mare following behind her.

“Celestia’s grace Shy, you have got to stop letting punks talk to you like that! Do you have any idea what most guys even want to do to you?” Dash ranted as they walked along. Even with the seclusion that was gained by being on campus during lunch hours, ponies knew better than to mess with Dash when she was in one of her moods, granting them near-complete privacy.

“I don’t know. I would just prefer they didn’t talk to me at all. I don’t want to be trouble for anyone.”

“I’ve told you this since, like, forever ago by now. You have to be assertive against these guys, or they’ll never stop bugging you.”

“Hey Fluttershy,” came a confident, male voice from behind the two. Fluttershy immediately retreated to Dash’s side.

“I was going down to the cake shop later today, and I would love to go with a pretty young thing like you.” Brown, muscular, and handsome, Dash could tell right away that he was the type used to getting all the girls. She waited for Fluttershy’s response.

“Um...I w-would prefer not to..I mean, I just couldn't after all because…” Fluttershy’s stammering only faded in volume as it went on. Dash could barely suppress the mighty groan building in her throat.

“Come on, Fluttershy, I promise to show you a great time.” The colt gave his best heart warming smile. If anything, he was at least polite enough to offer an easy target for the increasingly agitated Rainbow Dash to punch.

Dash stepped in and let her tone of voice carry the message of malicious intent she had brewing. “She said she’s not interested. Beat it creep.”

“Alright, alright. You don't need to get so up in arms about it, I’m leaving. Hope to see you again, Fluttershy.”

“Not if you want to see ever again…” Rainbow muttered. She spun around to see Fluttershy attempting to blend in with her shadow. “What did I just tell you about being assertive?”

“I’m sorry, it’s just so hard to be mean to ponies when they're trying to be nice, I mean, I’m sure he wasn't a bad pony or anything.”

“Ugh, that’s not the point…”

Rainbow couldn’t help but bang her head against the wall. After the modeling fiasco that had pulled the mare into the spotlight, the once-bullies-turned-tail-chasers were relentless. Forget the fact that even Rainbow owned an issue or several of the lingerie magazines that Fluttershy had had the misfortune of being roped into. Just because she was a attractive mare, didn’t give them any right to pester Fluttershy so much.

Even worse, Rainbow, who had picked up her old job of defending the frightful pegasus, only seemed to make matters inadvertently more difficult. Now Fluttershy was a challenge, an untouchable beauty sought after by almost everyone in the school. Things got so bad that even Twilight had punished her - not because of all the recurring acts of violence in Fluttershy’s defense, but because the transferal paperwork that got piled up on her desk from colts and fillies looking to get in the school had tripled now that Fluttershy was even more sought after.

And at the center of all this mess was pretty, innocent Fluttershy, who didn't have it in her heart to turn away every lovestruck fool, or all-too-often horny bastard.

“I’m sorry for causing all this trouble,” Fluttershy gently cupped her breast, making her chest bounce and strain against her thin shirt. “Maybe I should wear more modest clothing.”

Pretty, innocent, attractive Fluttershy.

She took a step closer to Dash, and held herself against the blue mare’s arm. “Maybe I should stick closer to you, then people would leave me alone when we’re together.”

Pretty, innocent, attractive, sexy as all the stars in the sky Fluttershy.

Dash dodged back quickly, gently shoving the mare away. “I-I don’t think thats a good idea. Ponies might start getting the wrong idea about us, ya know?”

Fluttershy gave a quizzical look in return. “Like what? Do you mean that ponies will think we’re together or something?”

Pretty, innocent, attractive, sexy, needs-to-be-fucked-within-an-inch-of-her-life Fluttershy.

“Yeah, that,” Rainbow blurted out a little too quickly. Trying her hardest to ignore the wonderful curves of her friend’s body, or how drop-dead gorgeous she looked whenever she pouted.

“That will only cause more problems, trust me,” Dash said, regaining some of her normal brashness.

“Alright, if you say so… Thank you for helping me so much recently.”

“No problem. I mean, what are friends for, right?”

‘Yes, just friends,’ she told herself. ‘So get with the flow and stop soaking yourself over the mare. That’s an order, you damn libido!’

Rainbow let out a rather girly and uncool yelp as she was poked on the bare coat fur of her shoulder.

"Oh, I’m so sorry!" Fluttershy cried " I just wanted to get your attention, your eyes seemed to be going all over the place."

'More like all over your body,' she thought. "No prob, what's up?"

"I'm struggling in my pegasus aerodynamics class again. I was wondering if you would mind spending the night studying with me," Fluttershy asked.

She did mind. "I don't mind, I'll be at your place tonight." If she could have damned herself to Tartarus, she would have done so to avoid the hole she’d just dug.

"Alright...I'll see you tonight then!" She gave a small, heartwarming smile. Then, “Oops!”

Fluttershy dropped her school binder, and paper spread out in a mess. “Oh dear, I’m so clumsy. I’ll pick it all up.”

Rainbow couldn't help but have a quiet panic attack as Fluttershy reached down. Fluttershy was usually dressed modestly, but Celestia was cruel as the summer days crept closer, and even the modest Fluttershy could be found wearing clothing that was not nearly modest enough. She wanted to look away, she tried everything in her power to do so, but she just wasn’t strong enough. The goddesses themselves had seen fit to bless Rainbow with a flawless view of Fluttershy’s straining tank top: the shy mare had forgotten her bra yet again.

Sweat had lent her clothing a delicious cling that highlighted the insane bounty of her chest, with sizable, puffy nipples fighting for attention as they were subtly outlined against the fabric. Every slight movement made her chest ripple, unquestionably natural, but unbelievable due to their perfect form and sheer size. As if the frontal onslaught wasn't enough, Fluttershy’s short shorts rode up her thighs without mercy as she turned around to pick up papers behind her. Fluttershy was plump, but with such perfect curves that flawlessly transitioned throughout her body, there was no part on her that anypony could possibly feel anything but desire towards.

Dash bit her lip hard, following the slight back and forth motions of the swaying flank in front of her. Every muscle in her body wanted to rut the girl right here in the hallways for all to see. The thought of having an audience even added to the lust. Let everyone see that Fluttershy is hers to fuck, that the most they would ever get is to watch as Rainbow Dash screwed the dream girl of every colt and filly fooler on campus. It would be quite the victory and performance, something she could see no downsides to.

‘No, don't you dare.’

This battle was nothing new for her. She’d fought it many times in her life, and she was not going to let herself lose again. She thought back to all the times she lost control and ended up causing pain, and used it to latch on to her sanity. She could save face easily, fresh from a fight, and about ready to fly off, her sweat and wings could easily be explained away.

Fluttershy finally stood back up after what seemed like eons of tantalizing torture, then turned to speak to her friend.

“Sorry about that, I just sometimes forget that I’m holding things and…Rainbow Dash?”

‘Act cool, act natural.’ “Yeah Shy?”

“Why are you breathing so hard?”

‘Shit, shit, SHIT!’

“I uh...just got done coughing through a really bad cough!”

“Really? I didn't hear anything. Are you okay?” Fluttershy stepped forward against Rainbow Dash to place her hand on the blue mare’s forehead. “Your breathing’s getting worse, and your face is starting to go pale.”

“I-I-I’m fine Fluttershy, honest!”

The shy mare knit her face into one of concern. “I’m worried about you, you have a bad habit of pushing yourself.” She squeezed in even closer. Rainbow was losing her mind, tit flesh embedding itself against her body, “I want to make sure you're alright.”

Fluttershy, so pretty, so innocent… oh so innocent, and vulnerable.

No.

“Y-YEAH!” Dash stammered out, leaping into the air. “I’m feeling a little bad! I just didn't want to say anything, but I could really use some medicine right now! Can you go get some?”

“Alright Dash, you stay right there, I’ll go get you something to make you feel better, okay?” Fluttershy’s sweet, motherly voice almost sent her over the edge. She couldn’t take it anymore, she just needed to be away from the mare.

Dash flew in place until the shy pegasus was out of sight, and then the very devil took over her wings. She soared through the halls, not caring about the little acts of destruction her haste had left.

“Rarity!” she chanted to herself. “I’ve got to find Rarity!

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~★~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

It was a quiet day in Rarity’s small little boutique. The fashion designer, despite her youth, had impressed many important figures within the clothing world, and was only getting better with time. With the money she had made from her commissions, and with the blessing of Princess Celestia herself, Rarity had turned her little on-campus workshop into a rather lively place of business and a home for herself. There was simply no better place for miles to get hot clothing for the seasons’ occasions, and dresswear for all the upcoming events. There was also no better place to seek advice on things of a bit more on the ‘risqué’ side of romance.

“Whoa… And so what did they do once they found out that they were third cousins?” Dash asked, long since ensnared by the fashionista’s story.

“Why, the two of them coupled like rabbits throughout the rest of the summer!” She laughed, taking a long sip of her tea before continuing, “You know what they say about how a little bit of taboo can make things very interesting.”

Rarity was well known among her friends for having a love for romance, something that wouldn't have surprised even a casual observer. However, after years of bonding, Rarity became equally known among her friends to let her hair down, and enjoy talks about perversion. She took an ‘artistic’ fascination in the gossip mill about such things, and had a rather open mind about almost every fetish known to pony kind. If one needed to discuss the deeper workings of sex in a relationship, or simply figure out who likes which hole to be stuffed and how much, there was no better pony to go to other than Rarity.

Well, there was Pinkie Pie. But without the same tact and knowledge for normal relationships, following her advice was more likely to lead to an orgy, rather than simply spice up or start off your romantic sex life.

“Heh, I guess that’s true. I mean, I wouldn't know or anything,” Dash said, laughing along with her friend.

“Quite…” Rarity leaned in to whisper conspiratorially. “After all, I bet you’ve had so many crazy sex adventures that even Pinkie has to start getting more creative than usual just to keep ahead. Surely the simple idea of ‘taboo’ is lost on you already.”

There were two major problems with that sentence, but Rainbow Dash decided that her own reputation was more prominent than her friend’s wild sex adventures. “Wait, what do you mean by that?”

“Oh well you know what they say, dear,” Rarity waved a hand, as if brushing off the offensive nature of her assumption, “Brash, confident, rainbow-haired Dash. Most ponies just stay on the safe side and assume you’ve had a reputable line up of attractive mares under your sheets.”

That was the one thing Rainbow Dash hated about her hair: everyone always took it as a gay pride flag growing out of her head, and assumed she was into mares.

She was, but that didn't make the insinuations any less unfair.

Still, Rainbow Dash had many things going for her in the ways of appearance. Dash was small chested, hard bodied, and wore her ragged mane with pride. But what really was amazing is that she made it work. Rainbow Dash was stunning, and her constant defiance against normal standards of beauty only served to highlight that fact. Her face was fierce with an untamed glamor, and what her body lacked in curves was made up for in lithe aesthetic that promised power behind every move. She was pretty to say the least, one only needed to give her a second look, and a fair chance to prove it.

“I don’t go around having sex with every mare who throws herself at me. Being as awesome as I am, I have to pick the best from my choices after all.”

“That is of course why you and Fluttershy must be getting so much ‘closer’ to one another. Far and few the quality of that one, besides the celestial sisters themselves.”

Rainbow Dash was taking a long chug of her tea when those words hit her ears. She wouldn't validate them with a spit take, nor would she choke on her drink. She simply finished her chug, set the cup down, and tried to carry on as collectedly as she could.

“Rarity, what makes you think me and Flutters are shagging each other?”

“What makes us think that you two aren’t?” Dash found the response rather stinging, due to the lack of sarcasm in the fashionista's question.

“Wait a minute, what do you mean by ‘us’?”

“Well… I don't know about the rest of the school, but among our peers, it's insinuated. Childhood friends, your obvious preference for mares-”

“...I’m not that gay…” Rainbow grumbled under her breath.

“-Your fierce protection of Fluttershy. And then you two have been getting awfully intimate as of late, ever since she tried to trade her bear whistle away to help you get that Daring Do book you wanted so much.”

Oh by the sun and moon, that accused day. Dash hated to even think about it, as it was the day that all the carefully constructed walls of self-control from years of trauma were broken down.

“Actually Rarity, thats what I came to talk to you about.”

“The Daring Do book?”

“No, my relationship, err, completely platonic and not sexually-based friendship with Fluttershy!” Dash shouted.

“I was simply teasing dear, you really don’t need to get so worked up. What seems to be the problem?”

Rainbow Dash took a deep sigh. She hated to even think about this, and it would be her first time admitting it to anyone. Rainbow Dash didn't get scared, but she would admit to maybe being just a little bit nervous at the moment.

“O-okay, what I tell you never leaves this room...and I need you to keep an open mind about all of this, I don’t want to lose you as a friend because of my sick mind.”

Rarity simply scoffed. “Why Rainbow Dash, my intimate knowledge about kinks and fetishes is second only to Pinkie Pie, and thats because the mare probably invents several new ones every night! There’s nothing you can say that will surprise me.”

“I’m serious, Rarity!” Dash rose to her feet, a mixture of pleading and conviction in her eyes. “Promise me that whatever I say, you listen to me till the end. I…. I already hate myself for this… I don’t want to lose my friends because of it too!”

Rarity’s expression sobered up. Rare was it to see Rainbow Dash let down her armor of ego and expose herself in true. She could be surprisingly frail, and relied on her friends for support more than she was ever willing to admit. But it was that kind, caring heart underneath all the ego that made Rainbow the golden girl she was. And after having her life saved by her, and fighting to protect Equestria alongside the brazen mare on multiple occasions, Rarity could never shun Rainbow out of her life, no matter how deprived or dark her inner desires may be.

“I promise,” said Rarity.

She steeled herself for the sickest, darkest, ugliest fetishes she could fathom, things that despite her open mind, made her shudder to think of. But she would be there to help her friend, there to aid her in this dark time.

After some moments, Dash finally began to speak, her words feeling weak without the usual confidence backing them up.

“I…. want to have sex with Fluttershy….

Rarity blinked, then motioned with her hand to carry on, as that couldn't possibly be all.

“...I want to have really rough sex with Fluttershy…”

At this point, Rarity was pantomiming ‘out with it!’ vigorously.

“And I can't… because that would be bad…”

Rarity didn’t know whether to feel cheated by the astoundingly anticlimactic secret she was just given, or be glad that her friend didn't bathe in the blood of ponies to get her rocks off. The former seemed to be much more progressive to the conversation, so taking it a step at a time, Rarity started to question the blue, little let down.

“Okay, let’s break this down. Why is wanting to have sex with Fluttershy a bad thing? I think most of this school should be arrested if it’s such a crime.”

Rainbow Dash fell back into her seat, eyes lost somewhere on the ground as she furrowed her brows.

“Ever since we were fillies, I’ve tried to protect her,” she whispered in a muted tone. “At first it was just bullies. She was always the easy target, and I didn’t like ponies picking on others… it’s how we became friends. But time went on, and Fluttershy eventually started to become….well, Fluttershy, and the bullies turned into colts looking to get some, I started protecting her against them too. I figured out that I was gay a while ago and was cool with it. It’s not like I had to act on it or anything, what with training to do and weather to control. So I just kind of shrugged it off most of the time. But recently, I started looking at Fluttershy as a mare rather than a friend… And it feels wrong.”

“What’s so wrong about being sexually, and romantically attracted to a close friend?”

“Romantically attracted? You’re making a lot of assumptions.”

Rarity rolled her eyes, then motioned for Dash to continue.

“Well, it’s just, I’ve spent so much of my life protecting her against creeps that would abuse and hurt her for their own enjoyment… and now I'm becoming one of those creeps…”

Rarity let her eyebrow raise. “You’re going to have to elaborate on that one, deary.”

“I have…. a incredibly strong libido, most pegasi do, but for me, it’s unbearable. Imagine being in estrus most of of the year, rather than when it’s just the season.”

Rarity’s eyes went wide at that. The pure lust that could overwhelm the senses during said time was enough to make even her willing to rut a changeling out of disguise. Such times were usually moments where ponies locked themselves away to masterbate furiously till they literally fainted from the act.

“Why…. you’ve never told us.” Rarity gasped.

“It’s not something I’m proud of, and would have prefered to have taken it to my grave. It’s fine so long as I’m not aroused, but when I get going… I REALLY get going.”

“Okay,” Rarity breathed as if to clear the air. “So you have a prolific libido, are lusting after your fillyhood friend, and want to have rough, wild, passionate sex with her. I can see you being conflicted, but why not try and talk to Fluttershy about it? She might even be into it, you can just start off slow and gentle, and then before you know it-”

Dash sprang up with wings in full attention, blush so hot on her cheeks that it turned her blue face crimson.

“OKAY! First off, Fluttershy would never go for me, she's too innocent to even know anything about sex! Second, thats also a part of the problem, I can’t go easy, my libido makes it impossible!”

“How so?”

“You want to know what happened my first time? It was at flight camp with Gilda, we were experimenting and made out with each other… I got into it and forced myself on her… when it was over, the room was wrecked, and she had several broken bones.”

Rarity was quite a fan of having it rough and wild, but even she saw such results as going miles further than ever needed.

“And it’s not like I only tried once,” Dash continued. “Whenever I get started, I just have no control, I hurt anyone, and break anything I’m screwing. I could never bring myself to do that to Fluttershy, she would be traumatized. And even worse, she would pretend that she didn't mind for my sake.”

“I do take her as the ‘abused and compliant spouse’ archetype, yes.” Rarity sighed.

“So I can't have sex with Fluttershy, but I really, really want to. And even worse, I have to tutor her later tonight at her own home!”

Not wanting to break the serious mood, Rarity suspended her disbelief that there would be an academic subject the lackadaisical Rainbow Dash excelled in over the dutiful Fluttershy.

“And you don't think you’ll be able to resist your urges?”

Rainbow Dash took a moment to think.

She thought about Fluttershy’s luscious lips making contact with any part of her skin. She imagined what it would be like to hold the embodiment of her desires, and share in the euphoria of sex. She thought about breaking the delicate Fluttershy in a wild moment of passion, of fucking her like the beast she truly was.

“No…” Rainbow answered flatly.

“Then don’t go. Get Twilight to help Fluttershy study. She does nothing but study anyways, so she would be happy and available to do it for a friend. Saying no to Fluttershy isn’t exactly hard either, she’ll understand, and let you go.”

Rarity was right, the simple answer was staring her down. Just say no, and put some distance between herself and Fluttershy till she could work up a way to deal with her recent emotions.

“Alright, I’ll tell her that I can’t make it, that I'm sick or something… I’ll get Twilight to help her while I’m at it.” She breathed out, and all of her tension and worry flew along with expelled air.

“I’ll go find her now.” Dash lept up and spread her wings, ready to find her friend. “Thanks Rarity! You helped a bunch!” she flew off and out through the door.

“Remember to let her down gently, dear!” Rarity yelled after her.

Rainbow Dash didn’t have to fly far. It turned out that Fluttershy was just outside the shop, Feeding the squirrels and birds that dispersed when Rainbow Dash abruptly landed next to her.

“Oh, hi there Rainbow. I was just asking my animal friends where to find you. I got some medicine for you, so you should feel right as rain for tonight.”

“Yeah, about that, I’m going to have to bail tonight.”

It was slight, but Dash could have sworn she saw the corner of Fluttershy’s lip tremble.

“Oh, really?”

“Yeah, don't worry though, I can totally get Twilight to help you out. No one better than old egg head to help someone study for a test, right?”

“Well, alright.” Fluttershy said, just a bit too late for Rainbow’s liking.

“Well, yeah, I got to get going, real busy doing…. things tonight, so see ya!” Rainbow bolted to the sky. She told herself not to look back, to simply fly as fast as she could, but her wings, accursed things that they were, paused mid flap as Fluttershy let out a gentle sigh, not loud enough to be heard by anyone without ears trained for it.

Another thing Dash hated: her destiny. It was almost like some kind of compelling force that kept Dash in check when ever she thought of her friends in distress. She could ignore it, for a time, but it always had her returning to her nature as the Element of Loyalty in the end. Sometimes Rainbow wished she could have a physical copy of whatever binding contract she signed at birth, so she could burn it, and give the middle finger to who ever had put the obligation on her in the first place.

With a groan, she rested back to the ground. “Something wrong, Fluttershy?”

“Oh… It’s nothing, you don’t need to spend your time worrying about me, you have better things to do.”

“C’mon, I’m just going to keep asking till you talk anyways.”

Fluttershy had returned to hiding behind her hair again. Rainbow Dash was thankful for the act, as it partially hid Flutter’s tear-jerking frown, but the emotional impact wasn't much lessened.

“It’s just, you’ve been so distant from me lately.”

“I have?” Of course she had, getting close to the mare made her feathers stand on end.

“You’ve also been rather annoyed with me, and you don't seem to like me being close to you at all.”

“I don’t?” Oh how she loved to be close, that was the problem.

“And now you’re making up excuses to avoid me…”

“I am?” She was, and she couldn't even begin to explain to the innocent mare as to why.

“So… I can only assume this is all because I’ve been a bad friend recently.”

“You have?” She hadn't. Fluttershy was one of the best things to ever happen to Rainbow Dash. She was a pillar of support, an amazing friend who was always kind and willing to put up with her antics. It didn't matter that she could be a bit of a handful with how overly shy she was, or how many times Dash had tried to teach her how to have a backbone, only for it to backfire in her face.

“I have, and I’m so sorry Rainbow Dash… It’s okay, I completely understand. I’m nothing but a bother to you.”

She was far from it. “You aren't!” Dash stammered out, grabbing the shoulder of Fluttershy.

“I’m sorry Fluttershy,” Dash continued. “If anything, I’m the one being a bad friend. I take back everything I said. I’m going to help you ace that aerodynamics class, because that’s what an awesome friend would do!”

Fluttershy brightened considerably at Dash’s change of heart. “Oh wonderful, thank you so much.”

“No sweat, Fluttershy, I’ll see you later tonight.” Rainbow turned and flew away with a proud warmth spreading all over her. She couldn't let her friends think they were bad, they were the most awesome ponies to ever exist, even better than the Wonderbolts themselves in their own special ways.

She was happy to offer a hand to Fluttershy, to make her smile and help her. And she was going to do just that…

...At her house…

...Alone with her…

...With no supervision…

...At the twilight hours of the night...

…And Fluttershy completely trusting her.

“Oh, Celestia… what have I done?” The sun would not answer her, it simply poured down its heat upon the world.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~★~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Rainbow Dash wasn't the smartest mare on the block, even she could admit that. But there were things that she knew very well that even old egghead would be likely to miss in her entire life.

Dash knew the night, the power it held, what it did to ponies. The night had a property to it that allowed for the lowering of guards around the heart and mind. When two, or a few more, ponies shared a room in the late hours, once all expectations, rules, and societal obligations had gone out the window, things happened. Dash had nights upon nights of flight camp experience to learn this, and knowing this filled her with a sense of dread as she approached Fluttershy’s residence. She could only pray to Luna that her own mask wouldn't slip too far.

Fluttershy lived on the edge of the university’s small, off-campus community, like most pegasi who had the ability to fly. Her love for animals lead her to live in a wonderfully crafted cottage that doubled as a home for many of the wilderness’ animals. It was made of mostly wood that swirled around as if done by the hands of an artist, with quaint windows and a ornate arrangement of flowers decorating it. Her house’s colors changed with the seasons, giving it a even more earthly feeling to it. It was more a natural wonder than a pony construct.

Everyone believed that it was a relaxation home for Celestia that Fluttershy had rented out in return for taking care of some of the royal pets in her off time. It was a beautiful, if not miniature castle, for a beautiful, and not so miniature princess.

Rainbow tried to dress conservatively, anything to help her chances at having a normal night. But even in Luna’s domain, the sun had let its strength be known, and it was still hot enough for the idea of near nudity to be appealing. Her normal sweats and tank top, with a sports bra and mens underwear underneath, so that if she did get aroused, it would be harder to find out. She hadn't brought any books or the like as the knowledge she had on the subject was already well ingrained in her head.

A few knocks on the door, and Rainbow Dash was ready to face what could end up being the hardest night of her life.

“Just a second,” came a soft voice from behind the door.

“Alright, just don’t keep me out here all night.”

No, Dash would have prefered to have stayed outside all night once the door had finally opened.

In this world existed a rare type of mare. A mare who was beautiful, sexy, alluring, charming, and yet had no idea of the fact, ultimately only making herself more attractive in the process.

And then there was Fluttershy.

Fluttershy came to the door with her mane tied up in a ponytail, save for her trade mark cascade of hair to her side. Thick-rimmed glasses rested in the middle of her magnificent profile, that made her nose crinkle in a adorable fashion every time they had fell too far. Her shirt was half cut from the top, Leaving plenty of skin and cleavage to view. And although it had plenty of cloth to spare, was incredibly thin, and left nothing to the imagination. The only underwear she wore was her laced panties, a rather frilly number done by Rarity as a birthday gift, that had a elegance to it that made it hard not to stare, as if the region needed anymore enticement to draw the eye. Fluttershy and all her glory was practically bare and on display.

Fluttershy was a living contradiction, No one could be so perfect without trying, so exquisite in every aspect by merely drawing breath. Dash couldn't tell if her wings rising was a wise decision made by her subconscious to run, or a potent wave of lust running over her. Probably a bit of A, and a lot of B.

“A-are you still feeling sick Rainbow?” a quiet whisper brought her mental capacities back on track.

“Hmm, wha?”

“You were staring again, and your breathing is getting hard, you took the medicine I gave you didn't you?” Fluttershy started to step closer

“Yeah yeah! Just uh, stay away from me, I might be contagious!”

“Oh, I’m so sorry...I just wanted to see you so badly, I shouldn't have made you come out when you’re not feeling well.”

“N-no, theres no place I'd rather be,” ‘than smothered in between your cleavage right now,’ a part she thankfully redacted.

They made their way into the comfy cabin, and went upstairs to Fluttershy’s personal room, away from the sleeping baby animals and other adorable creatures. Rainbow hoped that they would have an undisturbed rest.

If simply being in close proximity to the mare was torture, than entering her room might as well have been a death sentence. Pegasus senses were stronger than the other races, their eyes, hearing, and smell were all keen. Fluttershy's room reeked of herself, The smell of several spring cut flowers, wild grass, and the hint of raindrops that even she bore on her wings. Rainbow faltered as the intoxicating smell bypassed through her snout, and straight into her loins. The idea of making it through the night without being aroused had just died in a burst of inglorious fire.

Rainbow tried not to squirm too much in her seat across from Fluttershy. She still had hope, she would be tutoring the shy mare in the half magic and half math of Pegasus Aerodynamics, and nothing was more unarousing than thinking about math.

“A-alright.” Dash stammered, but quickly corrected her voice. “What’s the first thing you struggle in?”

“Well, it’s a little bit of everything. So I was hoping for a general basis cover.”

Rainbow Dash gulped. “But… that will take hours. N-not that I mind, it’s just we’ll really need to get started if we want to sleep and go to class in the morning.”

“But Rainbow, it’s Friday.”

“Oh, right.” Horsefeathers. The universe could just spare her no small mercies could it? “Well either way, let’s stay on track.”

An hour or so ticked by, with Rainbow trying her hardest to let the knowledge of flight and weather control flow out. Teaching Fluttershy had a natural pattern to it. She would always doubt her abilities, despite being smart and capable enough to do it with ease. It often wasn't a matter of teaching Fluttershy, rather than motivating her. Dash was still struggling to keep her thoughts straight though. Fluttershy had an array of adorable gestures that she did for almost every occasion. When she was confused, she would bite on her lip and play with her hair, when she was thinking, her tongue would play with her teeth and pencil, and when she learned something, she would do a happy little bounce that made her whole body jiggle.

This method of slow death by unintended arousal had continued for a hour more, before the next challenge had so cruelly stepped forward.

“I just can’t seem to understand this set of problems… maybe if i saw you do a few, I could understand it,” Fluttershy said, brows scrunched up.

“Fluttershy, we just covered Advanced Aviation Theory, Storm Chemistry, and Raindrop Physics 3 within the last two hours. And you’re telling me that the basics of wing control, something learned in basic flight camp, is confusing you?” Dash couldn't keep the constant groan out of her voice, agitation being a far better emotion to feel than blinding lust.

Fluttershy didn't speak, simply wilted away behind her hair. Agitation and lust - what a troublesome mare Fluttershy was. One over dramatic sigh later, and Rainbow gave in.

“Okay, fine, come over here and I’ll show you how.”

Fluttershy came back twice as bright. She hovered over to place herself next to Rainbow, so close that their coats were touching against one another, and she could feel every slight movement from the wings of the shy mare.

Rainbows brain went into to full code red mode. She couldn't take this. At any second she was going to pounce on top of Fluttershy and break her innocence, show her what a sexy little mare she was, and what exactly Dash did to sexy little mares. Maybe it will hurt just a little bit at the start, but Rainbow was very skilled. She knew her way around the bodies of mares. It would only take so much effort to turn those shrill little screams into blissful moans. It was her own fault for being so damn attractive after all, and no one could possibly be better to fuck her into a coma than her own best friend.

“Rainbow Dash.”

“Yes Fluttershy?” Dash smiled for the first time tonight, mind made up.

“I just wanted to thank you, not for just tonight… but for everything, for always being there for me.”

That froze her.

What was she thinking? This wasn't just some mare, this was her friend, and her best one at that. Sweet, kind, innocent Fluttershy, who simply wanted to make the world smile and not be a hassle to anyone. The Element of Loyalty now burned within her, and squashed the dark thoughts residing within her mind into a fine powder. She now knew in her heart that she would never bring herself to deflowering the shy mare. She was better than that, and Fluttershy of all ponies certainly was too.

“No problem Shy, just doing my part like the awesome friend that I am.” Trade mark cocky grin, trade mark arrogant tone, 120% awesome Rainbow Dash was back in control.

“Alright, so the first thing you need to do is remember to consider Neighton’s Constant of air resistance…” She wrote down formula and words on the paper.

Sweet Fluttershy.

“I see, you’re so smart Rainbow.”

“I am, but that’s just normal Dash for ya. Anyways, then you have to just do the basic math.”

Sweet, kind Fluttershy.

“Now what you really want to remember is this method of math, makes it easy to do off the top of your head, which is important for flying.”

“Oh, I see, what about this one?” Fluttershy’s hands came out from under her lap and onto the paper, pointing at a problem.

Sweet, kind, innocent-

...That smell…

It was Fluttershy’s scent of course, the room was covered in it after all, but after so long Dash had gotten use to it, so why did it just suddenly get stronger? And even worse, there was something new and unmistakable that made it even more intense.

It was the musk of a mare, and it was all over Fluttershy’s fingers.

Rainbow could tell it wasn't too fresh. It smelled a few hours old, not that time had degraded its strength effectively at all. The nose of a Pegasus could pick up such things easily if they got close enough. Suddenly the smell of the room took on an edge, one that shed ribbons through her newfound resolve as Rainbow’s world came crumbling on top of her.

‘That can’t be right’ she thought. ‘Fluttershy is Fluttershy. No way she masturbates, she’s just too pure for it!’ but there was no other explanation, her nose could sense it. Her mind, after so many nights of fantasizing over what it would be like, latched onto it. The idea of sweet little Fluttershy, jilling herself away with lust ridden thoughts in her head, face twisted from pleasure, made Rainbow sway. Her whole body was now on fire. It had to be a lie, her lust had to be tricking her.

Rainbow was losing balance.

“So how would you go about… Oh, oh Rainbow, are you alright?” Came Fluttershy’s worried voice.

“Um… I… I’m...” Words escaped her, thoughts as well not far behind.

“Oh dear, you look like you’re burning up.” Fluttershy made a move to place a hand on Dash’s forehead.

No, if she touches me, I’m not sure I can keep control right now! Dash fell back trying to avoid the hand, but Fluttershy fell too, trying to catch her stumbling friend. The first thing Dash felt were two soft, almost pillow-like mounds of flesh press up against her chest. The second thing was her wings impacting with the hard wood floor, pain shooting up from them, but not enough to distract from the final thing she felt.

Awe. She felt total awe as she stared into Fluttershy’s cyan eyes. They held her attention, enraptured her, and Dash made the fatal mistake of staying still to stare back into them. Fluttershy moved closer up. Her breast dragged against Dash's top, and Flutter’s knee found its way rubbing against the blue pegasus’ marehood.

“Oh dear, Rainbow Dash, are you okay?” Fluttershy’s hand rested under her chin, to tilt her eyes fully up into the shy mare’s view. The smell of sex blasted her senses worse than the fall, she immediately tried to jerk back, and her flower rubbed against the imposing leg in tantalizing softness, just enough for her to feel it. She found her attempt to escape slowly turning into a grinding against the leg.

Fluttershy still pushed closer, so close that her breath’s warmth could be felt tickling Dash’s coat. Her wings fluttered in dysfunctional attempts at flight, and her breath ran ragged as she started to sweat. A little voice in the back of her head told her to slightly gyrate her hips, and she did. The small tendrils of pleasure shooting from the act were the best thing she had ever felt in her life.

She took a sharp intake of air as the pressure of Fluttershy’s knee increased. “No, don’t say anything, you might be hurt!” Fluttershys tainted fingers covered over the blue pegasus’s lips. As if smelling it wasn't bad enough, now she could just barely taste it. Her grasp on the world was slipping, she couldn’t tell if she was now lapping at the finger to taste her desire’s sex, or if her slight movement had graduated to full on humping, The only thing she knew is that she was breathing hard. Hard, fast, parted breath. And that she couldn't look away from those beautiful eyes.

She came, faster than even she expected. And it was a hard, full-body orgasm. She tore her eyes away, bit down on her tongue, and used every muscle that she spent her lifetime training to lock down and not move. She couldn’t control the rapid fluttering of her wings, or the fact that her own scent might leak through, but as long as she could ride out the bliss, she knew she still might have a chance.

As soon as she came down, the weight of shame crashed down on her. Fluttershy, sensing something was wrong, sprung up from Dash and flew into the air. “Oh, I’m sorry! I’m sorry! I must have made it worse! Dash, tell me what’s wrong!”

“A shower… I need a shower.”

“2nd door down from the left of here-”

Rainbow got up and ran for the room, wings refusing to take flight. She burst into the room, not even bothering to disrobe, she set the shower on its coldest, and let the water pour onto her. It made Rainbow shiver with pain as the frigid water cut through to the bone. The shock was needed, remnants of afterglow and lingering pleasure now killed off, and soaked away. She came out to a waiting Fluttershy, holding a towel for her.

“Thanks Shy.” She took it to dry off, but mostly used it as something to hide behind as her embarrassment and shame grew.

“You don’t seem to be fine at all, you need to rest in my guest bedroom for the night.”

“It’s fine, I’ll just fly back home and sle-”

“No, you’re not well and not fit for flying! You’re staying here!” Fluttershy fixed her face with a stern expression, and damn the sun and moon themselves if Dash didn't know what that look meant. When Fluttershy started to try and take care of others, her will was indomitable. Arguing the point would no longer be an option.

“Alright, I’ll head to bed. It’s the room next to yours right?”

Fluttershy nodded, and Dash made her way.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~★~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Even the bed smelled like Fluttershy. Perhaps she just couldn't get the fresh memory of Fluttershy’s scent out of her mind, but she could breathe it in the air. Thankfully, her normally uncontrollable inferno of lust was just an annoying, constant ebb of arousal at the moment.

Dash was a doer, not a thinker. Introversion and deep thought wasn't fit for her. If she had a problem, she went out and dealt with it. It was so simple, and almost always worked. But she couldn't risk that with Fluttershy, losing her would hurt too much. And on the off chance she did gain her as a lover, hurting her after the fact would be even worse.

Why did lust have to exist? Such a stupid and lame emotion. It took the bubbly feeling of warmth she felt when she thought about how awesome her best friend was, and twisted it into some selfish desire to fuck the mare silly for her own enjoyment. Why couldn't she just, like, respect Fluttershy for being so nice, and not notice how pretty she was, or how amazing she smelled, or how Celestia-be-damned epic her tits were? What’s wrong with hugs after all, why do ponies need to rut each other, just because it feels good? Sure, it feels really good, but still...

...Yes indeed, Rainbow Dash was not good at thinking, So she stopped trying, emptied her thoughts, and laid on the pillow before her. She waited in silence for sleep to find her.

…….

Her ears perked up on reflex, having nothing to think about, she questioned her senses to see if she heard something.

“...ah…”

Yes, she definitely heard something, it was small, barely audible, and sounded like Fluttershy. Figuring she must be busy still trying to study, Dash went back to her empty thoughts.

“...Ahhn…”

Rainbow shot up with the same speed her wings did. That sound was unmistakable to her ears, yet she refused to believe it. She shuffled out of bed and pressed her ear to the corner of the wall, stilling her breath to listen amongst the total silence and darkness of the room.

“...Ha...hnnfh…”

There was no mistaking the source. It held a beautiful melody to it, a sing-song perfection that only one mare in all of Equestria had. But that was impossible, because it was moaning, and that would mean Fluttershy was…. No, impossible, the smell on Fluttershy’s hands was just her mind playing tricks on her, wouldn’t be the first time her lust overrode her perception of reality. She got out of bed, the need to investigate spurring her legs, at least, thats what she told herself.

She entered the hallway. Fluttershy had left the door slightly open, and light was pouring out from it. It gave a sense of relief to Rainbow, even if Fluttershy was masterbating, which she didn’t, no one would be so absent minded as to leave their door open while having company over during the act. Fluttershy would very likely die of embarrassment if anyone even got the notion of her doing such things, so if there was anypony who would take precaution, it would be her.

“...nnnh!...”

Still, like Twilight always says, it never hurts to do a little research. Dash crept forward, using her wings to lighten her steps to utter silence. She tried to convince herself that it was nothing, but as she stepped closer, every sense in her body told her otherwise. Her ears heard the slicking of wet flesh coupled with sweet, gentle moans. Her nose could very much taste the musk of marehood in the air, beginning to mingle with her own need. But it wasn't until she saw it that she was willing to believe.

Fluttershy wasn’t just touching herself, she was losing herself. Her whole body moved with sinuous grace in rhythm to the pumping of her fingers. Soft moans and squeals escaping her willingly as she soaked her fingers and thighs in wetness. But her face, that was what really did it for Rainbow, it was the expression of someone not just enjoying herself, but someone who was deep within the realms of depravity. Only someone who truly could appreciate the dirty act of sex could make such a face, an expression that made colts harden, and fillies drip.

Her innocent little Fluttershy wasn’t so innocent, if anything that was at least now clear. All this time Dash had thought… no, she chose to think that Fluttershy was a innocent little filly. How stupid she was. Fluttershy was a young, but full-grown mare, twenty one in age, well old enough to harbor such emotions like sexual desire. Dash had simply chosen to believe that her best friend could never have the same sins of mere mortals because it made it easier for her to hold herself back, from fear of ruining something pure.

“Aaahn!”

“Oh Celestia…” Dash swore under her breath, it was all she could to hold herself back from busting in and fucking the mare right there…. but why was she holding back? Fluttershy was no longer a pure, innocent, little filly unwise to the darker joys of this world. She could go in right now, sweep her off her hooves, and show her what a real night of fun is like. The pleasures she’s probably still ignorant to, the joys she could inflict, all she had to do was go and take her prize, consequences be damned.

And she would have done just that, if not for the flashing memory of a crying Gilda.

Sure, the griffon was no longer her friend, not after she had so poorly treated her other friends, but that didn’t change what happened all those nights ago at flight camp. She had only seen the griffon cry once, and only once, and that was when Dash had let herself go and acted on her overclocked libido. Gilda was a tough girl, and Dash managed to hurt her in a way that she was still unsure if it would ever heal. What would she do to delicate little Fluttershy?

Never again.

Dash withdrew from the door. It hurt to do so, but it was for the best. She wouldn’t hurt her friend, she wouldn't damage the mare she held so close to her heart.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~★~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Rarity was a dedicated artist after all, even beauty sleep sometimes needed to be sacrificed. She told herself this repeatedly as she worked on through the night, and it was almost enough to take the edge off her irritable state. Still, a knock on the door at 3 A.M. is rather aggravating no matter how much sleep you’ve had under you. Rarity was sure that murder was legal under Luna’s law during some time between these hours, not that anyone would be able to find the body of the disruptive pony after she was done with it.

She was surprised when it was Fluttershy at the door, and highly disappointed. She couldn't bring herself to be mad at Fluttershy, let alone kill her. Especially when she had such a sad look on her face.

“Fluttershy, deary, what’s wrong? Do you know what time it is?”

“....I need your help…” Fluttershy’s voice was barely a whisper, and it cracked with desperation and heartbreak.

Rarity could already guess what this was about. “It’s Rainbow Dash-related isn’t it?” She received a nod in confirmation. “Come inside dear, let me make you some tea and we can discuss it.”

Rainbow Dash and Fluttershy were quite the problem couple. So close to each other for so long, yet never close enough. It was clear to almost anyone that they loved each other, and that their friendship would eventually have to evolve into something more, but only recently had Rarity learned just why Rainbow had stayed platonic, but she had yet to hear Fluttershy’s side. If the look on her face was any indication, she was at the end of her rope.

Rarity had set down a nice cup of jasmine tea, and had found it fitting that it reflected Fluttershy's dejected mood so perfectly in its reflection. She took her seat down, and sipped in silence. She knew Fluttershy was the type that would come out with a gentle hand, it only took time to get her started.

“She doesnt want me.”

Rarity, who was calculating how to best approach the subject, suddenly had her ideas shattered. “Excuse me?”

“I’ve tried everything I could, Rarity. I wore less clothing, I dropped subtle hints, I even went so far as to…. please myself in front of her… she didn't come to me, she kept avoiding me.” Despite the sorrow her words projected, Fluttershy didn’t cry, it was the kind of tone that told her it wasn't due to not wanting to, but having cried too many times, and having no tears left to shed.

“How long?”

“Since we were fillies, days after I first met her.”

Rarity winced. Fluttershy had hid her feelings for a long time, and now her own way of being forward was rejected.

“You must understand,” Rarity started, keeping her voice gentle. “She has her reasons-”

“WHAT REASONS?!” Fluttershy shouted, causing Rarity to jump back in her chair. “What reasons could she have for ignoring me for years? What possible motivation is there for her pretending that I wouldn’t even be interested in her, despite everything I’ve done to try and prove otherwise?!”

Fluttershy’s face was heartbreaking. Even without the aid of tears, when her fury left her, all she was left with was tired depression.

“I thought she finally understood…” Fluttershy whispered. “...I thought she finally was starting to know how I felt after she tried her hardest to reverse the trade back at Rainbow Falls… and yet the closer I try to get to her, the more she moves away.”

Rarity had made a promise, but she had long since learned her lesson about keeping promises under obviously detrimental conditions. This could compromise their very friendship if unaddressed. “Fluttershy. Rainbow Dash is afraid.”

The shy mare scoffed, an action completely out of her character. “Rainbow Dash doesn’t get scared.”

“Oh come now, you don't believe that, and even if she didn't normally, she certainly does when her friend’s safety is involved.”

She raised her head from behind her hair, eyes asking for an explanation.

“Rainbow came to me earlier today, and she shared a secret with me. It’s that she has an overactive libido, and can’t control herself during the act of passion. She hurts who ever she’s involved with, and the last pony she would ever want to hurt is you.” Rarity walked over to the mare and placed a hand on her shoulder. “Think about it. If she really didn't care about you, she would have just let herself have sex with you, but it’s because she loves you that she can't be with you like that.”

“....So you mean to tell me that the reason why Rainbow Dash has never shown interest honestly is because she’s afraid she’ll hurt me?”

“Yes.”

“Because she can’t control herself?”

“Precisely.”

Rarity let the knowledge soak in. She was prepared for the shy pegasus to start crying, maybe even accept the knowledge and realize it just wouldn't work.

What she didn't expect was a growling Fluttershy who was dripping with rancor in her eyes.

“Thank you Rarity, I know what I have to do.” She rose from her seat, and stomped off to the door.

“Fluttershy, wait! What are you planning?”

Fluttershy stopped at the door, and paused for dramatic effect before turning around with a wild look in her eyes. “So Rainbow Dash is afraid of hurting poor little Fluttershy? I guess Fluttershy is just going to have to show her that she’s not just a frail, delicate flower.”

Rarity didn't like the way Fluttershy was talking, mostly because she recognized it. It was the day she gave possibly the worst piece of advice to the same mare in her whole life, and it seemed it was coming back to bite her in the ass.

Fluttershy flew off into the darkness. Rarity didn’t even bother trying to stop her, the best she could do is pray to Luna in her dreams to protect Rainbow Dash, because whatever was about to happen, it was going to be a game changer for sure.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~★~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Dash did not sleep well. Fluttershy moaned for a good three hours before finally settling down. For a pegasus, such stamina was rare, not that a mare couldn't keep going and going with the lack of a refractory period, but Rainbow never quite heard the peaking moan of orgasm, which she listened intently for.

After she got done with her morning stretches in the fields near Fluttershy’s cottage, she planned to fly as fast as she could through the air for the whole day. She needed to clear her head, and nothing was better for that then soaring at break neck speeds.

“Good morning, Rainbow Dash.”

Rainbow Dash turned to be met with a rather skimpily dressed Fluttershy, her short cut-off yoga pants, and tight almost see through tank top was pushing the limits of what could be considered clothing for purposes of decency. Dash was proud of herself for only being moderately aroused by the display, rather than completely soaked.

“Sup, Shy, just stretching so I can get a good fly for the day.”

“Here, let me help you with that.”

Rainbow usually would have refused on the spot, but after last night, Rainbow was confident she had the strength of will to resist what ever else the mare could unwittingly do to her. She sat down on the grass and leaned forward to give Fluttershy open access to her back.

It started with a wing rub, massaging the outer reaches of the appendages, and re aligning some of the feathers. Preening and wing care was a rather intimate act for pegasi to share in, even amongst close friends, but thankfully being a pegasus gave rather accurate knowledge of how to avoid erogenous zones on the wing.

...Which Fluttershy’s hands were trailing rather dangerously close to.

Rainbow stayed calm, despite her wings starting to flap, and her beginning to catch. Fluttershy wasn't touching the right spots just yet, but all those trips to the spa must have taught her a great deal. Her hands were amazingly deft, the strain and tenseness melting away from her body. She tried to just relax and enjoy the message, but those hands were getting too close.

“Um, Fluttershy?”

“Mhmm?”

“Your hands are trailing a little low you know.”

“Mhmm.”

“...You do realize that your edging reaaaal close to a rather ‘off limits’ spot right?”

“Mhmm.”

“....”

“....”

“...Wait, what?” Rainbow Dash tried to get up, and was immediately forced down by a hand pressing her spine.

“Fluttershy, what the hay are you doing!?”

“Oh, Rainbow Dash. You really are such a strong willed mare, I should have followed Rarity’s old advice and asserted myself more.” Fluttershy’s hands found their way to the base of the wing span, fingers kneading the sensitive spots. Rainbow Dash’s arousal was in full gear now, but she struggled to keep control.

“W-Wait, what are you talking about? What’s going on?!”

“I’ve been trying to seduce you, Rainbow Dash.”

Hearing the words ‘seduce’ from Fluttershy was shocking enough to steal her breath away, to hear her say ‘seduce you, Rainbow Dash’ was giving her near cardiac arrest.

“You...You what?”

“I tried not to be too subtle. My clothing, being close to you, suggesting that we pretend we were a couple, inviting you over for a subject that any pegasus should be passing, but you just kept shrugging me off.”

Fluttershy leaned in, her body heat overtaking the morning summer warmth, breath tickling the tips of Dash’s ear.

“I even tried masturbating blatantly, to see if I couldn’t motivate you into taking action, but you still didn’t do anything.”

Dash’s couldn't believe any of this, it went up against everything she knew. Fluttershy having the both the desire and the ability to sexually attract someone so boldly, and for that someone to be her of all ponies.

“I’ve been waiting a very long time for you to make a move. It’s obvious that you like me, and the feeling is very much mutual, and yet you’ve danced around this for so long.” Fluttershy’s voice was growing stern. “You don’t have any other relationships on a romantic or sexual level, and I know you're not one for sexual abstinence, so unless you tell me right now why it is you haven’t come out and had sex with me, and if it isn’t a very good reason, we are going to do it. Right here, right now, and I don’t care who happens to come by and see us.”

“B-because… Fluttershy please! I can’t control myself when I’m horny, I’ll hurt you.”

“That’s a bad reason.” Fluttershy nipped at the blue ear, causing Dash to shudder. “Especially since I like it hard.” Fluttershy was not at all helping against Rainbow’s waning control.

“Please Fluttershy, I’m serious! I hurt Gilda during my first time, and every other time I try it’s practically the same!”

Fluttershy heard the word ‘Gilda’ and she immediately seized, her next words were uncharacteristically cold.

“The difference between Fluttershy and Gilda is that Fluttershy knows how to keep undisciplined ponies in line.”

The physical contact, the erotic tone of her voice, and now to hear from Fluttershy’s own lips that she wanted it. Rainbow Dash couldn’t hold back anymore. She shot up and ripped her own clothing off of her body, reveling in the glorious freedom. It was time to let loose and fuck the living daylights out of Fluttersh-

*snap*

Something tight and constrictive fastened itself around the neck of Rainbow Dash. She raised her hands to feel the texture of cold leather. It was a collar. Before she could even ask a question, Fluttershy had tugged harshly at the collar, bringing Dash down to her knees. Fluttershy sauntered over, and then guided Rainbows head down to rest on her lap, hand moving through Rainbow’s mane in a relaxing motion… she was being petted by Fluttershy.

“You’re quite the naughty pony, Rainbow Dash…”

Fluttershy’s other soft hand made circles around Rainbow’s chest, gentle half-touches hovering over her fur, toying with the tips of her chest.

“...You’ve made Fluttershy wait very long to have you all to herself…”

Rainbow’s face was half smothered by Flutter’s bosom, head so close to the shy mares groin as well that she could drink in the fragrance of smoldering sex. Fluttershy’s voice was so melodic, relaxing her into the pleasure being given. Fluttershy’s dexterous nipple play had reminded Dash of the superb set of breast laying right on her face. She suckled at the puffy nipple through the thin cloth, and the approving hum she gained for it sent shivers down her spine.

“...A very naughty pony indeed…”

The half-touch was now over Rainbow’s folds, never pressing in, and just barely caressing the flesh. The pleasure gained was more of a promise of bliss, rather than the solid joy of it. Rainbow moaned into the nipple in her mouth, begging for a harder press against her. But Fluttershy’s fingers kept dancing around, the tips of her nails just barely confirming that she was in fact close to giving Dash her much needed love.

“...You have to be punished for keeping Mistress Fluttershy waiting for so long…”

Mistress Fluttershy? What was that all about? Rainbow Dash didn't care, she simply wanted to feel release. So many nights with empty dreams, so many times she’d denied herself this joy. All she needed was Fluttershy’s fingers on her lips, and everything would be alright. And as soon as she thought that, the fingers’ touch disappeared completely, leaving a burning need in their wake.

Fluttershy removed the stunned Rainbow Dash’s head from her lap and stood, a smile on her face. What was Fluttershy thinking? How could she come on so strong, and then not start the job, let alone finish it. Dash wouldn't take this, she would stand right up and show the mare how to really fuck someone. The wild lust was back in her veins, but as she came to her feet, ready to pounce, something took hold of her.

She couldn’t move, more to say that she for some reason didn’t want to move. She was frozen in place, not a single muscle in her body having the desire to so much as flinch. What was wrong? She had the mare of her fantasies right in front of her to dominate, she didn’t have time for stage fright. She brought her head up, and met Fluttershy’s eyes.

It was the Stare.

Fluttershy was using the Stare on her.

“I have to discipline you, and show you how to be a good pet.” Fluttershy’s motherly tone was extra sweet as she sang the words. “That way you will never disappoint Mistress Fluttershy like this again. But you’ll be a good pet, won't you? Say ‘Yes, Mistress Fluttershy.’”

“Y-yes, Mistress Fluttershy.”

What was Dash doing? She should be violating the mare where she stood, not letting herself fall into a position of a sub. She needed to fight back, regain her place as dom over the mare.

Fluttershy moved her fingers underneath Dash’s vagina, three digits pointing up, but not touching.

“I want you to grind yourself on my fingers. You’re not allowed to let them go into you, or brush against your clit. You’ll follow my rules, or I’ll retract my hand, and never touch you again.”

Never? How long did she mean by ‘never’? Never was the entirety it took to get this far, years of denial and restraint, years that she couldn’t bear to go through again. Fear struck her core. She needed to obey.

“Yes, Mistress Fluttershy!”

Fluttershy giggled. “You fall into line rather quickly. I wonder if this is how you wanted it all along.”

Rainbow could only blush and turn away. She’d never thought that if they got into it, Fluttershy would be the one in control.

Dash lowered into the motions. Wanting to get off as bad as she did, she tried to thrust her hips with extra force, to make sure the minuscule stimulation would still be enough to let her finish. Her idea was stopped cold as Fluttershy’s eyes grabbed her attention.

“Go slower, you aren't allowed to be rough with me yet.”

“Yes, Mistress Fluttershy…”

She reluctantly lowered her pace.

“Slower, I want you barely moving.” Fluttershy ordered.

“...Yes, Mistress Fluttershy.” Dash breathed.

Her hips now moved at a crawl, the slow, languid, unhurried motions gave her time to feel every detail. She noted the hard contrast between finger and nail, the tender movement of her flesh as it quivered in aching need for more, the slight variation of pleasure as when flinching a little deeper on the digits, before re-correcting her position. All of this while staring straight into the eyes of Fluttershy, blinking furiously to calm her arousal, but never looking away. She bit down on her lip as the stimulation started to make her moan.

“Tsk, tsk, my sexy little pet. No biting on your lips, Mistress Fluttershy wants to hear you enjoy yourself.”

“Y-yes, m-Mmistress Ffffluttershy.”

Dash’s voice was raggedly high pitched, the normally scratchy tomcolt voice was now fading into a pathetic symphony of feminine squeals. She felt ashamed of herself for it, but it wouldn't keep her from answering her mistress and following her demands.

“Aaaahhnn….Hnnnnh…..mmmfh…..” Moaning only made it worse, it made her acknowledge how badly she wanted to be fulfilled. Here she was, naked, moaning, collared, and being treated like an animal, outside in the fields for anyone to come by and watch. She was being demeaned, treated like less than a pony, and damn it all if it didn't make her even wetter.

She wanted to thrust herself on Flutters’ fingers and get it over with, but the Stare held her in check. The Stare was Fluttershy’s crown, her symbol of dominance over any beast in Equestria. Nothing could withstand its reign, even the most untamed, monstrous animals were humbled into submission by it. And Rainbow’s lust, her mind controlling libido that had caused her so much strife was just another kind of beast for the yellow pegasus to control.

Never had she been so painfully aware of the edge, the border between building pleasure, and peaking ecstasy. The line between the two was crystal clear for the first time in her life, one push, one shove, one tiny touch would be all that was needed to make her cum, she could feel it in her very soul. But she would be a good pet, and follow orders, waiting for Mistress Fluttershy to give her what she wanted.

The fingers left from under Rainbow, and the blue pegasus had to stifle a whine of disappointment. Fluttershy’s eyes didn't break away as she tasted Dash on her fingers, taking nice, long, licks, that made Dash wish for the same motions on her own anatomy.

“Clean up the rest of your mess, will you?” Fluttershy gave a warm smile, placing her hand in front of Rainbow. She licked it, then sucked it, then nearly devoured the fingers, the taste of herself and the spittle of Fluttershy sending her body into convulsions and making her vagina wink like mad. She was not far from cumming, but she wasn't there yet, and this wouldn't be enough.

A leash was snapped around the collar. Its length could be followed to Fluttershy’s hand.

“Stand up, Rainbow. I want to take you for a walk.”

“A walk?!” Dash squeaked.

“That right, a walk. You’re going to follow me on my morning route.”

“B-but I’m naked… ponies could s-see me!”

“Are you being a bad pet and arguing against Mistress Fluttershy?”

“...N-no, Mistress Fluttershy, I’ll be a good pet, I’ll listen!”

Fluttershy’s lips turned up into a warm, reassuring smile. “Good. Now come along and follow me.”

Fluttershy lived far away from most ponies, but it’s not like she lived in total seclusion, All it would take was a little bad luck, and somepony could come by to see the degenerate state Rainbow was in. The fear of being discovered kept her arousal at its apex as she walked along on unsteady legs, hunched over and trying to hide behind her mane. She felt so conflicted. The idea of being seen and branded a pervert shouldn’t have turned her on so much, but she was a thrill seaker, so it wasn't too far-fetched to believe that the danger would excite her.

“Straighten yourself up,” Fluttershy commanded. “You should show off your body for everyone to see.”

“Yes, Mistress F-Fluttershy.”

She did as she was told, even though she didn’t have much to work with. With the thought of being spied on, she was now painfully aware of the almost non existence of her chest, and the flatness of her ass. All the brash confidence that she had put into every pore of her body was taken from her as she was lead around by the near goddess of beauty herself.

But when Fluttershy looked back at the mare following her, it was with a lust ridden smirk. The stare of her eyes was transformed into a gaze of utter desire. It was the same hunger Dash had tried to suppress when looking at Fluttershy. The glare that had found everything it ever dreamt of in a lover, and the constant, crumbling restraint it took not to rabidly fuck said lover.

Dash walked with a little more confidence, adding sway to her hips, and sticking her chest out further, finally putting on her best cocky smile. Fluttershy bit her lip and shuddered in response, then snapped her head back in front of her.

Fluttershy was enjoying this too. She did say she was waiting for this, and Dash was always ignorant to her true desires. How long had the shy mare been waiting to work up such nerve? A few weeks? Months? Years? How long has she had this fantasy? Dash owed it to her to be the most awesome pet ever for her Mistress, to make up for all the lost time.

Rainbow’s confidence was back in full, and she strutted along the path, wishing she had a viewing audience to show off to. The mental image of a few ponies hiding along the bushes or clouds, watching with want as two incredibly sexy mares indulged in such a fetishistic act, made her drip a trail behind her.

She was almost sure no one was watching however. That was until an ecstatic voice came from behind her.

“Oh wowie wow! Hiya Fluttershy, heya Dash!”

Rainbow froze. Pinkamena Diane Pie stood right behind them with wide eyes and a gleeful grin plastered on her face. Rainbow wanted to fly away into the clouds, then deny any of this ever happened. But Fluttershy calmly turned around, and met Pinkie with a pleasant nod of her head.

“Hello Pinkie, I didn't think I’d meet anyone out here.”

“I didn’t think I’d BE out here, but then I got this sudden twitch of my tail, and my Pinkie Senses told me something REALLY fun was going on out near your cottage, and boy was it right.”

Rainbow was starting to understand Twilight’s irrational hatred for ‘Pinkie Sense’

“I was just taking my little pet Rainbow for a walk. I wanted to thank you for your old advice as well. In the end, asserting myself really was the right move.”

“Ha, I knew Dash was probably a sub in bed, but I didn't think you two would come so far so fast. I gotta say, this is extremely kinky!”

“I’m glad you think so, I must admit, I’m rushing things quite a bit. I’ve had this fantasy of mine for so long.”

Oh? Rainbow Dash was curious to hear about this. Had her Fluttershy been like this all along?

“I’ve dreamed for years about finally having the courage to confess to Rainbow,” said Fluttershy.

Pinkie Pie, as if picking up on something, changed her mood to a more subdued tone. “Tell me more about it, in great detail.” Her eyes shot a mischievous glance over to Rainbow Dash.

“They ended innocently enough at the start,” began Fluttershy, “but in time, they slowly grew more…” Fluttershy trailed off, blushing with shy, half lidded eyes, as if she wasn't leading a naked mare by a leash.

“...I was always the one under her, screaming my head off as she did Celestia knows what to me. I started masturbating almost every day to the fantasy.” Fluttershy grew a beet red, but she smiled and carried on. “But then I got impatient.I started wondering what it would be like if I took the initiative, if I stopped being so shy… It made me want to jump on Rainbow every second I was near her, but I was always too afraid to do anything. It was agonizing.”

Rainbow rubbed her legs together. Hearing that Fluttershy had yearned almost as badly as she did was getting to her, and she was already still ravaged from her walk and teasing. She could masterbate right now, in the obscene nature of the situation, she doubted no one would stop her. She wasn't cuffed or bound, her hands were free to do so.

“...But then I learned that Rainbow wanted me too, but wouldn't do anything because she was afraid. Fluttershy would have never worked up the nerve to take what she wanted, but Mistress Fluttershy was different…” Fluttershy bit her nails, breathed hard and parted. “...Mistress Fluttershy is going to make Rainbow Dash experience all of her fantasies, and make Rainbow Dash cum until she can't even fly straight. She’s going to punish her bad little pet for making her wait so long.”

No, Rainbow was bound. Not by physical restraints, but by her element, her lust, and her empathy. Mistress Fluttershy would keep control over the unruly Rainbow Dash, and in the end, give them both what they wanted. Rainbow Dash found it harder to stand as she listened on.

Pinkie was doing her own little dance of arousal, smile touching the ends of her face. “Oh wow, Mistress Fluttershy sounds like a very capable pony, I think she has the right idea!”

Fluttershy’s eyes glanced over to Rainbow. “Glad you think so. At first she thought she was being too intense, But Mistress Fluttershy can see that Rainbow Dash is very dedicated to the job of being a good little pet, aren't you?”

Dash was on the spot now, with the casual nature of the conversation between the two, she felt rather invisible, but now she was being called out. Pinkie was looking all over Dash’s body, not even bothering to hide her lust.

“I have a few friends who would love to see you two like this, I’ll have to introduce you to them later." Pinkie said.

“Thats up to Rainbow, if she’s willing to go that far.” Fluttershy turned to Rainbow, the gentle domination reverting a bit into Fluttershys normal tone. “Are you okay with that?”

She could imagine the feel of other eyes caressing her body, surrounded, and seeing others looking with interest. Each one of them smiling eagerly, beginning to touch themselves and their partners as the display with her master-inspired lust. Her legs were buckling and wings flaring. She was surrounded by perverts, all looking at her, a collar and a leash clearly connected from her neck to Fluttershy’s hand. Her reputation would be ruined, she would be forever branded as a sicko, and Fluttershy’s personal bitch. And she was so horny out her mind that she was completely fine with that idea.

“Yes, Mistress Fluttershy, I’m a good little pony.” Dash said without hesitation.

Pinkie bit her lips and shook in place. “Fluttershy, you’ve really outdone yourself. I would have never thought I’d ever see this. Everyone’s been wanting a piece of Dash for a while now, but she’s been turning down everyone’s advances for a few years now.”

Rainbow didn't miss the flash of surprise in Fluttershy’s expression, but it quickly melded into a deeper smirk of satisfaction. “Of course she has, after all, Rainbow is Fluttershy’s, and Fluttershy’s only.”

“D’aww, guess that means I don’t get to have any fun with her either. Oh well, you two have needed to do this for a very long time.”

“Oh, I agree, and Rainbow has been such a good and obedient pet, Mistress Fluttershy thinks it’s time she took her home and rewarded her.”

Rainbow’s ears perked up at the sound of that. The burning need never once subsided in her loins, and now to hear she was so close to earning her prize made her climb even higher.

“I’ll see you two later, and I Pinkie Promise not to tell anyone about this until you two are ready~!.” Pinkie Pie hopped off back down the path, giggling madly all the while.

Fluttershy walked back to her cottage, and Dash followed without prompt. The yellow pegasus kept quiet during the whole walk back, never once turning to look at Rainbow at all. The athlete was starting to wonder just what was on her new Mistress’s mind. But Fluttershy couldn't wait for them to be fully back at home. As soon as she was sure that there was only a small chance of a pony happening across them, Fluttershy spun on Rainbow.

It was a deep kiss, the kind that leaves one short for breath and light of head as tongue thrash against each other in wanton abandon. When Fluttershy broke it, she was moaning wildly, as if she was the one teetering on the edge all along.

“H-How long Rainbow?” Fluttershy panted.

“W-what?”

She started kissing Rainbows chest, lowering herself down to the well muscled midriff of the blue pegasus.

“How long since you’ve done it, how many have you turned down?”

Rainbow was mewling with every inch gained by Fluttershy, she had to force the words to come out, rather than just moan in response.

“F-Five years, a-after...since we came back f-from flight camp,” she panted. “G-Gilda was the only o-one I ever tried w-with. Was to afraid of l-losing control, hurting others…. hurting you…”

Fluttershy’s kisses stopped just hairs above her Dash’s burning clit. “Fluttershy has wanted you since she was a filly, but has been too scared to do anything, but Mistress Fluttershy is here to fix that.” Another kiss on her pelvis, sent electricity through Dash’s body.

“But Mistress Fluttershy is very cruel, she wants to see her little pet Rainbow Dash squirm. She doesn't want to let you cum easy.”

Hot breath blew onto Dash’s clit. So close, she was so damn close, even a bit more of this and she could be brought to orgasm.

“You’re not allowed to cum, my little pet, not allowed till Mistress Fluttershy says so.” Fluttershy was looking up into Dash’s eyes from below, lips so close to her nethers. Dash couldn't tell if it was the Stare, but she felt her soul bound back into the irises of her Mistress. She looked there to pull strength from, to resist her oncoming end, and follow her orders.

“...Do…”

The words brushed into her sex, feeling like fingers penetrating in.

“...Not...”

So near the edge, she wasn’t sure she could hold on.

“...Cum…”

She tensed, Fluttershy dragged her tongue over every inch of her nethers.

Shocking, blissful, agony shot through her everything. She fell over backwards, shrill filly-like cries filling the blue sky as Dash hung on for dear life. She spread her legs open, convulsing on the ground, knowing that if her thighs even so much as rubbed together that she would cum. She wasn't allowed, not yet. She owed this to Fluttershy. This was nothing compared to the years of pain she must have went through to keep quiet, only just now surfacing her desires. Dash had only suffered through this for a few months, she could take a little more abuse if Fluttershy had held out for so long.

When Dash regained focus, Fluttershy was standing over her, removing her yoga pants. They were soaked with Fluttershy’s sweat and arousal, and a long, thick strand hung from her sex as she slid them off. What she did next with them was beyond cruel, she put them on the face of Rainbow Dash, rubbing the wet spot over the snout of the athlete.

“Mistress Fluttershy wants you to breathe through my shorts, there shouldn't be a single moment where my scent isn't stuck in your nose. Understand, little pet?”

“MMFFFH, hnnnnfgh!” Rainbow couldn't even form a sentence at this point, the acute fragrance invading her nose, it drove her insane, even more than usual with her libido over teased as it was. Adding on to her own problems, she lapped at the stain, tasting raw vagina with an eagerness that only someone whose mind was shattering under the weight of their arousal could manage.

Fluttershy was fingering herself, enjoying Dash’s display. Lowering herself on top of Rainbow Dash, she let her dripping sex rest on the chest of her pet.

“I’m going to use you as a dildo and pleasure myself. And during the act you aren't going to move, you aren't going to do anything, besides spread your pussy open, and let me ride you. You’re not allowed to masturbate, you aren’t allowed to thrust your hips or twitch your tail, you get no further stimulation than what I give you. Is that clear, little pet?”

She did as told, spreading herself wide for the air to tease her bare, and squeaked to answer the demand. “Y-yes, Mistress Fluttershy.”

Fluttershy rutted herself on Dash’s body. Even when lust-ridden, crazy, and seeking pleasure, her motions were soft and graceful. Fluttershy rode back and forth, leaving wetness to soak in all over the athlete while she let her harmonic voice fill the air. It felt good; Dash wasn't being touched directly on her genitalia, nor was her own pleasure being considered, but it felt good. Her senses were being over stimulated, smelling, tasting, hearing her desire. Enjoying herself to the fullest, Fluttershy was like a siren, enchanting Rainbow with her everything. She was winking savagely, loins and nipples so awake in their titillation that it physically hurt. If she let herself go and relaxed, she would cum and fail her Mistress. She couldn't do it just yet, but being denied her pleasure, having to wait every agonizing second more for it, it made the lust build, and her senses peak.

Fluttershy found her own peak. Elegant voice crying out, and quivering pussy gushing torrents of girl cum, she orgasmed hard. Rainbow was now drenched from the torso up, and she was now truly deranged for it. Her ache of arousa hurt badly, she needed to cum more than she needed to breathe, she would cut off her own wings just to finally be finished off.

But not yet, Fluttershy still didn't say she could.

Fluttershy came down from her high. Half lidded and smiling widely, her pleasure was obvious. She then refocused her Stare, with all of her might. Rainbow was snapped out of her haze, and brought to focus. Focus on the cyan blue eyes, and focus on the fact that she was seconds away from cumming, even without any stimulation.

“Fluttershy has been in love with you ever since she was a filly. She could never forget the mare who had protected and saved her...”

So close.

“...She would do anything for that mare, and tried all her life to be worthy of her attention…”

She could do it.

“...But one day, she started to notice that Rainbow Dash was taking an interest in her, a way that said she wanted to be more than friends. After so many years, Fluttershy finally had her chance…”

Hold out.

“...But Fluttershy still couldn't get her friend to fall in love, Rainbow kept holding back, and Fluttershy didn't know why. She thought she wasn’t sexy enough. It was the only thing she hadn't tried, after all..”

Hold out.

“...But even that didn’t work, no matter how much effort she put in. Then she learned the reason why Rainbow Dash had distanced herself away for years, never letting Fluttershy have what she wanted most… It was because she was afraid…”

Almost.

“...Afraid of losing control, of not having the ability to hold back. Of hurting Fluttershy. But Fluttershy is very good at keeping control, even of other ponies when she wants too. So Mistress Fluttershy did just that, she took control…”

It was coming, she could sense it.

“...So now you're going to love Fluttershy. You're going to love me, and you never have to worry about losing yourself, because I’ll be the one to show you how to be good, do you understand?”

She had to speak, if she didn't, she would never be free. “Y-y…..Yeh…..Yes, Fluttershy.”

She smiled, aura of domination fading from her in a single second. “Good, as long as you understand that, you may cum.”

And she did just that.

Rainbow Dash exploded, shrieking to the limits of her lungs. She thrashed on the grass, rolling around, spraying a tsunami of her juices everywhere. Fluttershy flew back and watched with fascination as Rainbow Dash was reduced to a sprawling mess of guttural, primal, release. Her body ached, her throat burned, but her orgasm did not subside. It had waited too long, ready to cum the second Fluttershy had made her intentions known, and she was feeling it with interest.

She ran out of breath, and her body gave out of exhaustion, long before her peak had begun to lower. When her senses came to, she was in the arms of Fluttershy, head gently being stroked. It was several minutes of listening to the relaxing morning breeze before any word was said.

“Wow Fluttershy… just wow…” Rainbow’s brain was now beginning to reprocess the events that transpired other than the pleasure she had just experienced. “Did you mean all of that, everything you said? Since we were fillies?”

Fluttershy blushed, but nodded in confirmation.

“And all this time, I’ve been too stupid to see it, haven’t I?”

Another nod.

“Wow. I don't know how I manage to be so fast, and yet so slow at the same time.”

Fluttershy smiled at that, but didn’t add on to the teasing.

“So let me guess. You found out my secret from Rarity, decided that it wasn’t enough to stop you, and you pulled the whole ‘Mistress Fluttershy’ thing as a means to make sure that I didn’t go wild.”

Fluttershy’s smile turned sheepish. “Seemed like a good idea at the time.”

“Well… I didn’t say it wasn’t. I mean, you saw how hard I came, right? That was the most awesome orgasm in my life, and we barely even did anything!”

“I have been… well, practicing.”

“With other mares?” Rainbow said with wide eyes.

“No, studying Rarity’s erotic books…”

“That explains soooo much.” Dash groaned.

Rainbow took hold of the few muscles she could still move, and adjusted herself to hug up against Fluttershy, who willingly melded into the embrace. Rainbow felt the telltale signs of lust building up, but as she remembered the collar on her neck, the desire seemed to subside. She could hold Fluttershy, once again able to come incontact with her best friend. And without the haze of normally unyielding desire, she could feel for the first time love, not mixed with the lust.

Rainbow thought about the time spent with the shy mare, the laughs shared, the trials overcome. The personal little moments, the sacrifices they made for each other. That it all came together, and rather fittingly, hit Rainbow like a sack of bricks, as she really couldn't begin to imagine how it took the two of them, namely Rainbow Dash, to bring one another to this point.

“I really did make you wait for a long time, didn’t I?” It wasn’t really a question, so much as a sad attempt at an apology. But Rainbow Dash felt that she needed to say it.

“Too long, but it was completely worth it,” Fluttershy answered.

“I know this may sound weird, but think you can keep up that whole ‘Mistress’ Fluttershy thing? I like being able to be with you and not worry about going out of control.”

“Actually… I was going to ask for just that. I kind of like being ‘Mistress Fluttershy’, it feels good to be so ‘assertive’ every once and a while. Plus, I had some other things I did want to try, and I think once Rarity learns the news, she’ll be happy to lend us some ‘gear.’”

“And we do have that promise we made to Pinkie Pie about strutting off to her friends,” Rainbow said with no small amount of blush.

“I think we’ll both enjoy that when it comes… For now, I should probably take that collar off of you.”

“Actually...I wanted to keep it on for a bit, I feel like it helps my libido, knowing that you're the one in control.” Rainbows cheeks heated yet again after realising what she had said. “I mean, just in bed of course, and only because you're super awesome and like, tame dragons and stuff. Not because I’m weak or anything.”

“Oh Rainbow, you’re the strongest, most awesome pony I know.”

“Sheesh, you shouldn't sound so honest when you say stuff like that.” Rainbow stuttered, scratching her mane before returning her hand to the task of snuggling Fluttershy.

They sat there for a while, in complete, and peaceful, summer silence.

“...”

“...”

“...”

Fluttershy coughed to clear her throat. “You can come out now, Rarity.”

“Thank the sky!” Rainbow Dash nearly jumped out of her fur as the fashionista popped out from a rosebush some few feet away from her. “This rose bush was absolutely playing havoc on my mane! I didn’t think I could stand to be in it any longer.”

“Rarity? The hay! What are you even doing here?” Dash cried.

“Well at first I was just trying to make sure that Fluttershy didn’t turn you into a pile of poultry feathers, but then you two started to have such intimate moment and I didn't want to interrupt.”

“How much did you see?”

“Enough to know that I should start making the wedding dresses.”

“Oh, ha ha!” Dash huffed.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~★~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

“So thats how you two finally did it, and why Rainbow has worn a collar around for the past few months.” Twilight was sitting back, relaxing within the arms of Trixie next to her. “I honestly thought it was just a fashion statement.”

“Flutterdom and Rainbow sub. I almost can’t believe it, shouldn’t it be the otherway around?” asked Trixie.

“Hey, don’t judge. Compared to you two, our relationship is completely normal.” Rainbow bit back, refusing to be criticized by the university’s most infamous couple.

“Well we would have been able to keep it a secret if somepony didn't have to slam me through two brick walls just to off.” Twilight grumbled under her breathe.

“Well maybe I wouldn’t have to play so rough, if you weren't such a masochistic slutty little Sparkle.”

“Well maybe I’m going to have to change that and teach you a lesson about calling me that in public.”

“Well maybe you should let your mane down and stop pretending to be such a prude.”

“Well maybe you should learn a little restraint.”

The two mares glared at one another in silence for a moment, before Trixie spoke up again.

“Prude.”

“Pervert.”

“Nerd.”

“Show off.”

“Bitch.”

“Cunt.”

“Whore.”

“Slut.”

“DAMNIT TRIXIE, I WILL FUCK YOU IN THE ASS SO HARD.”

“WELL WHY DON'T YOU SHUT UP AND DO IT THEN? BECAUSE I AM SO DAMN HORNY RIGHT NOW!”

“Don’t you dare!” shouted a rather irritated Rarity. “I just got the shop renovated, and you two are already over working me with the task of repairing your clothing as is!”

The two sat back down in their seats, after getting up to have there screaming match.

“...I’m going to rape you later tonight, Trixie.”

“Bring it on, slutty little Sparkle.”

“And here I was seriously afraid that we were the weirdest couple at this school.” Dash hugged the peaceful Fluttershy, who was content with nestling herself next to her marefriend.

“Seriously...does anyone have any normal sex around here?” Yawned spike, still groggy from a recent nap.

“You’ll understand when you’re older spike. Vanilla sex gets quite banal after a while,” answered Rarity.

“That reminds me,” started Rainbow. “Everyone in our group of friends have some pretty strange sex lives, but you’re the second most perverted pony on this campus, and we don’t know anything about what you’ve done with anypony.”

“Does seem rather strange that you would be so open about this stuff and never have any real experience.” Said Twilight.

“I do recall Spike mentioning something about loud sex with you and Applejack some time ago.”

Rarity shot the small dragon a stare that could peel the scales off his hide. Fluttershy felt a strange pang of pride at the act.

“Well, as much as I like sharing, it’s a rather private matter.”

“Oh, come on Rarity, everyone in the group has been open about what they do in bed, why aren’t you of all ponies?” Dash chided.

“As you’ve all learned from your experiences, such ‘unorthodox’ sex can be emotionally freeing. Accepting the parts of you that don’t fully make sense or aren't easy to explain, and working turbulent emotions out through the passions of love making. But even I am a bit of an oddball in such an eccentric topic.”

“What do you mean by that?” asked Twilight.

“Yeah, I don’t think you can get any weirder, or more shameless than Pinkie Pie.” remarked Rainbow.

“I’ll say this much,” began Rarity, “I am a pony who doesn't care for their own pleasure in the act, not in the regular sense. I am someone who goes out of their way to please, to take the dark and twisted desires of the heart, understand them, and accept them, then bring said fantasy to life with my vision. I am a artist not only of clothing, but of vice, if I could be so pompous.”

“So what you’re saying is that you’ve got some real messed up things going on under your sheets,” Trixie deadpanned.

Rarity huffed in response. “No more than your acts of violence dubbed sexual intercourse. But it’s a private matter between me and Applejack, and thats how it’s going to stay. Now, you girls need to run along, I have business to attend to, and it’s getting late in the day. ”

“Aww,” whined Pinkie pie, who was surprisingly silent during most of the conversation. “I was just starting to really enjoy this story time.”

“You better not have been ‘enjoying’ yourself on my personal sofa. Now shoo away you all, go have fun with each other.”

The ponies, and dragon, all got up from their seats and started to huddle out of the small boutique. Once they were all gone off into the horizon, Rarity had went upstairs to her room, to retrieve a rather personal box.

She sat down on her bed, mind reeling with past memories. A smile had found its way onto her lips.

“I wonder if I could convince Applejack for some fun soon? I miss getting use out of this riding crop…”

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~★~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Seven hours, twenty six minutes, and nine seconds. It was almost as if the shy mare had all the time in the world. This was true torture, true agony, a kind of evil that could only come from the depths of kindness .

The feather still missed it’s prize, its gentle, tickling touch skillfully dancing around the one thing that would give Rainbow release. And even after all this time, not once did their eyes break away, never was Rainbow Dash unable feel the oppressive presence of the Stare, weighing her down more than any physical restraint ever could. Mistress Fluttershy would let her cum, she always did, but why oh why did she have to enjoy making her wait so long for it?

The feather removed itself from the winking, quivering, soaked mess of a slit the blue pegasus had, and now danced on the tongue tip of Mistress Fluttershy.

“You’ve done amazingly to hold out this long. Mistress Fluttershy is very proud of you.”

Rainbow was too out of mind to even form a coherent moan, but she bit her lip and smiled, recognizing that she was being praised, all the same.

“Go get your leash, I want to you to cum in front of Pinkie's friends today, show everyone how much you enjoy being Mistress Fluttershy’s obedient little pet.”

Rainbow somehow managed the ability to walk, despite almost slipping on her own secretions as she flooded the floor below her. Fluttershy watched, almost ready to explode herself just imagining the massive orgasm that her little pet would receive today. She would continue to test and tease her, see how long she could truly go before her body could withstand no more.

Denying it only made her want it more, and Fluttershy wanted Rainbow Dash to want it more than life itself.

Author's Note

Another mad dash to have another fic done in 4 days. no pun intended.

This was yet another idea I was sitting on for the longest time, as Flutterdom is something I don't get to see, and I wanted to try my hand at it.
as the ending hints at, Rarity and AJ have a history, though how long it will take me to get writing that fic is anyone's guess, I'm not sure if i could handle another week of non stop writing.

Hope you've enjoyed (and fapped) to this story, please leave comments and tell me what you think, I love reading them, and it motivates me to keep writing on!